What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-23 · 216 added, 93 removed, 73 unchanged (81% of the section changed)

is a leading national provider of financial, insurance and advisory services designed to help our clients and their businesses grow and succeed.

Founded on the simple idea that growing businesses of all sizes wanted and needed access to best in class professional services with a personalized, local approach, CBIZ is now one of the largest accounting, insurance brokerage, financial and advisory services providers in the country.

Over the years, CBIZ has grown to a team of more than 6,700 professionals working through more than 120 offices located in 33 states and the District of Columbia.

Shares of our common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “CBZ.”

CBZ) is a leading professional services advisor to middle-market businesses and organizations nationwide.

With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ delivers forward-thinking insights and actionable solutions to help clients anticipate what is next and discover new ways to accelerate growth.

CBIZ remains one of the country's largest accounting, insurance, brokerage, and advisory providers.

Following the acquisition of Marcum LLP in 2024 (the "Transaction"), CBIZ has grown to a team of more than 10,000 team members across more than 160 locations in 22 major markets coast to coast.

Business Strategy

Since our founding in 1996, CBIZ set out to build a company that would provide a breadth of services and depth of expertise that is unmatched in our industries to assist our clients' with their most pressing needs and greatest opportunities.

CBIZ pursued this vision by establishing a national platform of core services that our clients rely on to support their day-to-day business.

Our core services include accounting, tax, government health care consulting, employee benefits, property and casualty insurance, payroll, human capital management, retirement plan services and a host of similar services.

Over time, CBIZ strengthened this model by adding advisory services that help our clients with specialized needs they may have from time to time.

These services include financial advisory, transaction advisory, risk advisory, valuation, technical accounting, litigation support, preparation for IPO, actuarial, executive search and compensation consulting services.

This combination of the core essential services our clients rely on us to provide on a regular basis and the more specialized advisory services that our clients need from time to time are fundamental to our ability to perform well in both favorable and less favorable business climates.

Acquisitions are a key part of our growth strategy.

We pursue acquisitions to enter attractive geographic markets, strengthen our presence in an existing market, add services or deepen our expertise for our existing offerings, expand into higher growth industries and service niches and access top talent.

We seek to acquire the most highly regarded, best in class financial, insurance, and advisory firms that demonstrate a desire for a greater national platform and enhanced client service capabilities, possess strong leadership, cultural fit and a client base with cross-serving potential.

Available Information - Our principal executive office is located at 5959 Rockside Woods Blvd.

N., Suite 600, Independence, Ohio 44131, and our telephone number is (216) 447-9000.

Our website is located at https://www.cbiz.com .

We make available, free of charge on our website, through our investor relations page, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we file (or furnish) such reports with the SEC.

In addition, the SEC maintains an Internet Website that contains reports, proxy and information statements and other information about us at https://www.sec.gov .

Our corporate code of conduct, corporate governance guidelines, code of professional conduct and ethics guide and the charters of the Audit Committee, the Compensation and Human Capital Committee and the Nominating and Governance Committee of the Board of Directors are available on the investor relations page of our website, referenced above, and in print to any stockholder who requests them.

Since the Company’s founding in 1996, CBIZ has been committed to building an organization that offers unparalleled services and expertise across its industries, addressing its clients' most critical, time-sensitive needs while delivering forward-thinking solutions based on innovative Company insights.

A key component of the Company’s strategy is growth by acquisition.

CBIZ pursues highly regarded organizations that help the Company enter attractive geographic markets, strengthen its presence in an existing market, add services or deepen expertise for existing offerings, expand into higher growth industries, and access top talent.

The Company has a long history and proven track record of integrating organizations that seek a more significant national platform and enhanced client service capabilities, possess strong leadership, and represent a cultural fit.

In July 2024, CBIZ announced the acquisition of Marcum representing the largest transaction in the Company’s history.

That acquisition closed in November 2024, augmenting the Company’s breadth of services and depth of expertise, making the combined entity the largest professional services provider of its kind in the U.S.

With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ is now able to deliver even more insights and actionable solutions to clients.

CBIZ’s people are its key differentiator and competitive advantage.

Our team members are committed to our clients’ success and take pride in their deep and longstanding relationships.

They provide national resources, expertise, and technical depth through local delivery and support.

CBIZ continues to focus on creating a culture that helps it attract and retain top talent and on being an employer of choice.

It has received national recognition for doing just that.

In 2024, the Company received a record 106 workplace awards from local, national, and industry publications and organizations.

Business Services - We deliver our services through the following three practice groups:

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Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services

Financial Advisory Payroll / Human Capital Management Healthcare Consulting

Valuation Property and Casualty Insurance

Risk and Advisory Services Retirement and Investment Services

Government Health Care Consulting

Financial Advisory Payroll / Human Capital Management

National Technology Property and Casualty Insurance

Government Health Care Consulting Retirement and Investment Services

Financial Services

Financial Services is comprised of core accounting services including traditional accounting, tax compliance, advisory, and specialty services, like transaction and risk advisory services, litigation support, valuation, and federal and state government health care compliance and consulting.

The leader of each service line reports to the President of Financial Services.

The table below is a summary of examples of services provided through our Financial Services Practice Group:

Service Lines Examples of Services Offered

Accounting and Tax • Traditional accounting

• Transaction services

• Tax compliance

• Tax consulting

• State and local tax

Financial Advisory • Transaction advisory

• Risk advisory

• Forensic consulting & litigation

• Financial accounting & advisory

National Technology • Cloud & infrastructure solutions

• Cybersecurity, GRC & DFIR services

• Enterprise performance & technology

• Strategic IT consulting

Government Health Care Consulting • Government health care compliance

• Government health care consulting

The leader for each service line reports to the President of the Financial Services Practice Group.

Restrictions imposed by independence requirements and state accountancy laws and regulations preclude us from rendering audit and attest services (other than internal audit services).

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At December 31, 2024, we maintained ASAs with four CPA firms.

Most of the members and/or stockholders of those CPA firms are also our team members, and we render services to the CPA firms as an independent contractor.

One of our ASAs is with Mayer Hoffman McCann, P.C.

(“Mayer Hoffman”), an independent national CPA firm headquartered in Kansas City, Missouri.

Mayer Hoffman has 211 stockholders.

Mayer Hoffman maintains a nine member Board of Directors.

There are no board members of Mayer Hoffman who hold senior officer positions at CBIZ.

Our association with Mayer Hoffman offers clients access to the multi-state resources and expertise of a national CPA firm.

Most of the members and/or stockholders of those CPA firms are also our employees, and we render services to the CPA firms as an independent contractor.

One of our ASAs is with CBIZ CPAs, formerly known as Mayer Hoffman McCann, P.C., an independent national CPA firm headquartered in New York, NY.

CBIZ CPAs has 471 stockholders as of December 31, 2024.

CBIZ CPAs maintains a nine member Board of Directors.

There are no board members of CBIZ CPAs who hold senior officer positions at CBIZ.

Our association with CBIZ CPAs offers clients access to the multi-state resources and expertise of a national CPA firm.

We also have an ASA with Myers and Stauffer LC (“MSLC”), an independent national governmental health care consulting firm headquartered in Kansas City, Missouri.

MSLC has fourteen equity members, all of whom are also our team members.

MSLC has 20 equity members, all of whom are also our team members.

MSLC maintains a five-member executive committee, none of whom hold senior officer positions at CBIZ.

Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks.

As such, the CPA firms with which we maintain ASAs qualify as variable interest entities.

The ASAs have remaining terms ranging up to 50 years, are renewable upon agreement by both parties, and have certain rights of extension and termination.

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preparing marketing and promotional materials;

providing office space, computer equipment, systems support and administrative and professional staff.

and providing office space, computer equipment, systems support and administrative and professional staff.

Services are performed in exchange for a fee.

Fees earned by us under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and totaled approximately $306.5 million, $259.6 million and $235.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, a majority of which is related to services rendered to privately-held clients and governmental agencies.

In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis.

In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis such that the Company is exposed to losses that create a variable interest.

Refer to Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion.

Benefits and Insurance Services

Benefits and Insurance Services provides brokerage and consulting expertise for group health benefits and property and casualty insurance in addition to retirement plan advisory and investment services, payroll, human capital management, and other related services.

The leader for each service line reports to the President of Benefits and Insurance Services.

The table below is a summary of examples of services provided through our Benefit and Insurance Services Practice Group:

Service Lines Examples of Services Offered

Employee Benefit Consulting • Benefit consulting

• Benefit administration

• Actuarial services

Payroll / Human Capital Management • Payroll services

• Total rewards data analytics

• Full HCM solution

• Talent and compensation consulting

Property and Casualty Insurance • Property and casualty insurance brokerage

• Risk management services

• Program and specialty insurance brokerage

• Individual insurance brokerage

Retirement and Investment Services • Retirement plan consulting

• Retirement plan administration

• Retirement investment services

• Actuarial services

The leader for each service line reports to the President of Benefits and Insurance Services practice group.

The Benefits and Insurance Services practice group maintains relationships with many different insurance carriers.

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These compensation arrangements are provided to us as a result of our performance and expertise, and may result in enhancing our ability to access certain insurance markets and services on behalf of our clients.

The aggregate compensation related to these arrangements received during the years ended December 31, 2023, 2022 and 2021 was less than 2% of consolidated CBIZ revenue for the respective periods.

The aggregate compensation related to these arrangements received during the years ended December 31, 2024, 2023 and 2022 was approximately 1% of consolidated CBIZ revenue for the respective periods.

National Practices

Our National Practices group provides two services:

information technology focusing on managed networking and hardware services and healthcare consulting.

The information technology business has been serving one client in the United States and Canada for more than 20 years.

The healthcare consulting business, with expertise in revenue management, reimbursement optimization and managed care contracting, serves hospitals and other healthcare providers.

Our National Practices group provides managed networking and hardware services to a single client based on a cost-plus contract which expires on December 31, 2028.

We have been serving this client in the United States and Canada for more than 20 years.

Revenue by practice group for the years ended December 31, 2024, 2023 and 2022 is provided in the table below (in thousands) along with a discussion of certain external relationships and regulatory factors that currently impact those segments.

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• We capitalize on organic growth opportunities by creating value for our clients to help them achieve their goals, take advantage of their greatest opportunities or address their biggest challenges.

We focus on building long-term relationships with our clients.

We do this by offering our clients a personalized service experience that is backed by national resources.

This approach enables our clients to access a breadth of services and depth of expertise typically not available through smaller, regional professional services providers but with a more tailored client experience than what is delivered by many national firms.

Our ability to coordinate services and offer more comprehensive solutions enables us to provide additional value to our clients.

As a leading national provider of professional services to middle market businesses, we provide a breadth of services and depth of expertise by most competitors.

We combine these service offerings with a strong commitment to exceptional client service and building meaningful client relationships.

• Cross-serving provides us with the opportunity to offer and deliver multiple services to our existing clients.

Cross-serving opportunities are identified by our professionals and then through internal coordination, we can offer a more comprehensive solution that may engage different business service lines.

Cross-serving opportunities are identified by our professionals and then through internal coordination, we can offer a more comprehensive solution that may engage different business service

Being our clients’ preferred partner allows us the opportunity to respond to our clients’ needs with diverse and integrated services and solutions.

• From the time of our founding, we have pursued growth through strategic acquisitions.

Using clear criteria, we seek to identify, cultivate and pursue acquisitions of the most highly regarded, best in class financial, insurance, and advisory firms that demonstrate a desire for a greater national platform and enhanced client service capabilities, possess strong leadership, positive market reputation, cultural fit, commitment to exceptional client service, and a client base with cross-serving potential.

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From time to time, we divest, through sale or closure, business operations that do not contribute to our long-term objectives for growth or are not critical to our service offerings or markets.

In 2023, we sold one technology asset in the Financial Services practice group.

For further discussion regarding acquisitions and divestitures, refer to Note 18, Business Combinations, to the accompanying consolidated financial statements.

In 2024, we sold CBIZ KA Consulting Services, LLC, which was a component of our National Practice group, and one business unit in the Financial Services practice group.

For further discussion regarding acquisitions, refer to Note 2, Business Combinations, to the accompanying consolidated financial statements.

We provide multi-disciplinary and comprehensive solutions and professional services to over 135,000 clients across more than 25 industries.

Our client base is made up of approximately 60,000 business clients and 40,000 individual clients.

Our business client base is geographically dispersed across the country and includes small, middle-market, and large businesses and organizations ranging from less than 10 to more than 10,000 employees.

Our largest client generated approximately 2.3% of our consolidated revenue in 2024 and is included in the National Practices group.

Management believes that the diversity of our client base helps insulate us from a downturn in a particular

industry or geographic market.

Management believes that the diversity of our client base helps insulate us from a downturn in a particular industry or geographic market.

Nevertheless, economic conditions among select clients and groups of clients may have an impact on the demand for the services that we provide.

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We are subject to certain privacy and information security laws and regulations, including, but not limited to those under the Health Insurance Portability and Accountability Act of 1996, Financial Modernization Act of 1999 (the Gramm-Leach-Bliley Act), the Health Information Technology for Economic and Clinical Health Act, and other provisions of federal and state laws which may restrict our operations and give rise to expenses related to compliance.

As a public company, we are subject to the provisions of the Sarbanes-Oxley Act of 2002 to reform the oversight of public company auditing, improve the quality and transparency of financial reporting by those companies and strengthen the independence of auditors.

With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views us and the CPA firms with which we have contractual relationships as a single entity in applying independence rules established by the accountancy regulators and the SEC.

Accordingly, we do not hold any financial interest in an SEC-reporting attest client of an associated CPA firm, enter into any business relationship with an SEC-reporting attest client that the CPA firm performing an audit could not maintain, or sell any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not sell, under the auditor independence limitations set out in the Sarbanes-Oxley Act of 2002 and other professional accountancy independence standards.

As a public company, we are subject to the Sarbanes-Oxley Act of 2002 including the provisions intended to reform the oversight of public company auditing, improve the quality and transparency of financial reporting by those companies and strengthen the independence of auditors.

With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views us and the CPA firms with which we maintain ASAs as a single entity in applying independence rules established by the SEC.

Accordingly, we do not hold any financial interest in an SEC-reporting attest client of an associated CPA firm, enter into any business relationship with an SEC-reporting attest client that the CPA firm performing an audit could not maintain, or provide any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not provide, under the auditor independence limitations set out in the Sarbanes-

Oxley Act of 2002 and other professional accountancy independence standards.

Applicable professional standards generally permit us to provide additional services to privately-held companies in addition to those services which may be provided to SEC-reporting attest clients of an associated CPA firm.

We and the CPA firms with which we are associated have implemented policies and procedures designed to enable us and the CPA firms to maintain independence and freedom from conflicts of interest in accordance with applicable standards.

Given the policies set by us on our relationships with SEC-reporting attest clients of associated CPA firms, and the limited number and size of such clients, the Sarbanes-Oxley Act of 2002 independence limitations do not, and are not expected to, materially affect our revenues.

We and the CPA firms with which we maintain ASAs have implemented policies and procedures designed to enable us and the CPA firms to maintain independence and freedom from conflicts of interest in accordance with applicable standards.

The CPA firms with which we maintain ASAs may operate as limited liability companies, limited liability partnerships or professional corporations.

The firms are separate legal entities with separate governing bodies and officers.

Neither the existence of the ASAs nor the providing of services thereunder constitutes control of the CPA firms by us.

The CPA firms are separate legal entities with separate governing bodies and officers.

The Company and the CPA firms maintain their own respective liability and risk of loss in connection with the performance of their respective services.

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We are not permitted to perform audits, reviews, compilations, or other attest services, do not contract to perform them and do not provide the associated attest reports.

Given this legal prohibition and course of conduct, we do not believe it is likely that we would bear the risk of litigation losses related to attest services provided by the CPA firms.

Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks.

As such, the CPA firms with which we maintain ASAs qualify as variable interest entities.

All of our administrative and professional staff who are provided to such CPA firms work under the sole direction, supervision, and control of the particular CPA firm, and we do not control how any attest work is conducted.

Given this legal prohibition, course of conduct, and policies and procedures related to the performance of attest work, we do not believe that either the existence of the ASAs or the providing of services thereunder constitutes organizational or legal control of the CPA firms by us.

Furthermore, we do not believe that it is likely that we would bear the risk of litigation losses related to attest services provided by the CPA firms.

We have determined that because we may bear certain economic risks through our relationships with CPA firms with whom we maintain ASAs, the CPA firms qualify as variable interest entities ("VIEs"), and we are the primary beneficiary of the VIEs.

Refer to Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion.

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Like most professional service companies, a large portion of our operating costs are relatively fixed in the short term, which generally results in higher operating margins in the first half of the year.

The professional business services industry is highly fragmented and competitive.

We compete with national, regional and local professional services firms including accounting and tax firms, insurance brokers, payroll advisors and consulting firms.

While many of our competitors tend to be mono-line in their offerings, we offer multi-disciplinary, holistic solutions that we believe are comprehensive and provide higher value to our clients while eliminating the need for coordination between multiple service providers.

We are also embedded in local and regional markets and build meaningful relationships to foster deeper understanding of our clients’ businesses and industries.

We believe that our strong client relationships, breadth of professional service offerings, and depth of expertise, as well as our ability to provide national expertise on a local level give us a competitive advantage.

The professional business service industry is highly fragmented and competitive.

We compete with global, national, and local professional service firms, such as accounting and tax firms, consulting firms, insurance brokers, and payroll advisors.

Unlike many competitors focusing on single-service offerings, we provide multi-disciplinary, actionable solutions designed to deliver forward-thinking insights and drive growth, eliminating a client's need to coordinate between multiple service providers.

We embed ourselves in local and regional markets, building meaningful relationships to better understand our clients' businesses and industries.

We believe our strong client relationships, wide range of professional service solutions, data-driven expertise, and ability to deliver client-specific innovative insights give us a competitive advantage.

Human Capital

At CBIZ, our value proposition to our clients is the breadth of our services and the depth of our expertise, including our unique ability to provide multi-disciplinary, coordinated solutions that respond to the complexity and uncertainty of today’s business environment.

CBIZ brings value because of the talent, expertise and commitment of the over 6,700 professionals that make up our team nationwide.

We are diligent in our efforts to attract, retain and develop talent.

Recruitment is managed at the national level and supported by national and local resources based on a process that consistently and fairly utilizes best practices and various recruiting tools to source top talent.

Human capital is our most important asset as a professional services provider as the expertise, experience and human intelligence of our team members directly drives our services and solutions.

The ability to attract, develop, and retain top talent is essential for bringing value to our clients, fostering innovation and building meaningful client relationships.

Our success and continued growth depend on a highly skilled and agile workforce to provide multi-disciplinary and technology-enabled solutions that respond to the complexity and uncertainty of today’s business environment.

Our team members share a commitment to exceptional client service coupled with deep industry knowledge and the ability to leverage data to produce actionable insights.

With over 10,000 team members nationwide, we prioritize our culture and invest in continuous learning, leadership development, and operational excellence to sustain our long-term growth.

Our recruitment strategy is designed to attract and retain top talent by offering a compelling employee value proposition that emphasizes a clear career path, comprehensive learning and development including a focus on upskilling to remain future ready, and a supportive and inclusive work environment.

We actively seek skilled professionals with deep industry expertise, strong technical capabilities, and a commitment to exceptional service.

In addition to our focus on experienced hiring, we are building a strong talent pipeline for the future through targeted campus recruiting, a robust internship program, and engagement opportunities to enable students and early career professionals to experience the numerous career opportunities we offer.

We strive to be our team members’ employer of choice.

We offer competitive compensation, comprehensive benefits and performance-based incentive programs.

We pride ourselves on a supportive and collaborative culture that encourages personal and professional growth, innovation, and a sense of belonging for all our team members.

Our centralized recruitment team aligns to our businesses, service lines and geographies.

Our team consistently and fairly utilizes best practices and various recruiting tools to source top talent.

CBIZ recruiters cultivate relationships to establish strong networks of candidates, and are full life-cycle recruiters who stay with their candidates from first contact through their first 60 days as a CBIZ team member.

Our recruitment team sources candidates through proactive research across multiple channels including professional associations, career websites, community organizations and social media networks, as well as schools, universities and institutions with a special emphasis on those entities that attract a diverse population.

As our team members are our best ambassadors, we also leverage employee referrals as another essential component of our recruitment strategy.

CBIZ is an equal opportunity employer and does not discriminate in hiring or employment in accordance with the requirements of all applicable state and federal laws, including race, religion, national origin, ancestry, age, gender identity, marital status, military status, sexual orientation, disability, or medical condition.

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We believe the protection of human rights is fundamental to conducting great business, and believe we have both the ability and responsibility to drive positive change through our culture and business practices.

CBIZ is proud of its efforts to be a learning organization that provides opportunities for education, technical training, professional development, leadership development, coaching, and mentoring at every step in a team member's career.

We are proud to prioritize learning within our culture.

Our approach includes a comprehensive framework of technical and skills training, professional and leadership development, experiential learning, coaching, mentoring and specialized programs at every step in a team member's career.

These opportunities are offered through in-person, virtual and on-demand programs.

Most recently, CBIZ expanded our mentoring program to provide opportunities to team members.

At the foundation of our culture and approach to employee experience and engagement are our core values.

We recognize that our uncompromising commitment to our values starting with ‘we do the right thing’ is important to our team.

CBIZ views our commitment to advancing diversity and inclusion as an extension of our core values.

diversity and inclusion are a business imperative as we strive to become an employer of choice for attracting, retaining and developing diverse talent.

In 2023, CBIZ was certified as a Great Place to Work® for the eighth consecutive year and has been honored with numerous workplace awards based on feedback gathered directly from our team members.

As part of our learning culture, we focus on opportunities that enable our team members to continue to build their skills, especially in the face of changing technology, to fully utilize the innovative tools available to them, and to stay ahead of industry trends, regulatory change and emerging best practices.

Our investments in learning and development also support our efforts around comprehensive succession planning as we seek to prepare our talent for future leadership roles.

We actively solicit feedback and insights from our team to drive continuous improvement across all our talent initiatives.

Through annual engagement surveys, comprehensive internal communication, and community-building opportunities like our employee resource groups, we use direct feedback to refine and enhance our strategies and offerings.

Most recently, we have increased our investment in meaningful recognition programs to ensure our team members feel valued for their contributions to our growth and success and aligned to our core values.

In 2024, CBIZ was certified as a Great Place to Work® for the ninth consecutive year and has been honored with numerous workplace awards based on feedback gathered directly from our team members.

In 2024, CBIZ was awarded 106 workplace awards, including the following:

• 2023 Top Workplaces USA by Energage – This award celebrates nationally recognized companies that make the world a better place to work together by prioritizing a people-centered culture and giving employees a voice.

• 2024 USA Today Top Workplaces

• America's Most Recommended Tax and Accounting Firms - USA Today

• America's Best Mid-Size Companies - Time

• Top 100 Firms - Accounting Today

• 2024 Top Workplaces Financial Services by Energage – This award celebrates nationally recognized Financial Services companies that make the world a better place to work together by prioritizing a people-centered culture and giving employees a voice.

This award is based entirely on feedback from our team members.

• 2023 Early Talent Award by Handshake – The Early Talent Awards recognize the best places for Gen Z to start a career.

This award recognizes CBIZ as an industry leader and a great place to work for Gen Z jobseekers in the areas of flexible work environment, networking opportunities, and impactful work.

• 2023 Campus Forward by Ripplematch – CBIZ was selected for our commitment to hiring career talent, emphasizing diversity and inclusion, and investing in the next generation of talent for the organization.

The winners of the Campus Forward Award represent the best in the country and winning the award highlights our recruitment efforts and overall experiences of our interns.

• 2023 Eddy Award by Pension & Investments – This award recognizes companies for financial wellness, ongoing investment education, and pre-retirement preparation.

CBIZ was recognized for best practices in financial education and communication surrounding defined contribution plans in the plan transitions category.

• 2023 Best Places to Work in Insurance by Business Insurance Magazine – CBIZ was selected and honored for the ninth consecutive year as a “Best Places to Work in Insurance” based on our commitment to attracting, developing and retaining great talent through employee benefits and other programs.

• Best Workplaces in Financial Services and Insurance - Fortune

• 2024 Best Places to Work in Insurance by Business Insurance Magazine – CBIZ was selected and honored for the tenth consecutive year as a “Best Places to Work in Insurance” based on our commitment to attracting, developing and retaining great talent through employee benefits and other programs.

We were recognized for this award based on core focus areas such as leadership and planning, corporate culture, communications, work environment and overall engagement with our employees.

• 2023 Best and Brightest Companies in the Nation Top 101 by National Association of Business Resources ("NABR") – For the eighth year in a row, CBIZ was honored as a “Best and Brightest Company” based on our commitment to human resource practices and employee enrichment.

• 2023 Best and Brightness in Wellness by NABR – CBIZ was honored for the seventh consecutive time, as an organization that promotes a culture of wellness.

• 2023 Top Workplaces Culture Excellence Awards for Appreciation, Clue-in Leaders, Employee Value Proposition, Employee Wellbeing, Empowering Employees, Formal Training, Professional Development, Work-Life Flexibility by Energage – CBIZ was recognized for the third time as an outstanding organization across business-relevant culture categories.

• 2024 Best and Brightest Companies in the Nation Top 101 by National Association of Business Resources ("NABR") – For the ninth year in a row, CBIZ was honored as a “Best and Brightest Company” based on our commitment to human resource practices and employee enrichment.

Information about our Executive Officers and Key Employees

The following table sets forth certain information regarding the executive officers and certain key employees of CBIZ, as of February 28, 2025.

Each executive officer of CBIZ named in the following table has been elected to serve until his or her successor is duly appointed or elected or until his or her earlier removal or resignation from office.

No arrangement or understanding exists between any executive officer of CBIZ and any other person pursuant to which he or she was selected as an officer.

There is no family relationship between any executive officer or director of CBIZ.

Name Age Position(s)

Executive Officers and Directors:

63 President & Chief Executive Officer, Director

Grove 74 Senior Vice President and Chief Financial Officer

Chris Spurio 59 President, Financial Services

Kouzelos 56 President, Benefits and Insurance Services

Other Key Employees:

Fleischer 63 Senior Vice President and Chief Information Officer

Huddleston 47 Senior Vice President, Chief Legal Officer and Corporate Secretary

Donna Mirandola 47 Senior Vice President, Chief Marketing Officer

Matt Morelli 55 Senior Vice President, Corporate Development

Newman 47 Senior Vice President, Chief Administrative Officer and Chief Human Resources Officer

Peter Scavuzzo 48 Senior Vice President, Chief Strategy Officer and National Leader of Technology

Ronald Storch 58 Senior Vice President, Chief Business Officer

has served as President and Chief Executive Officer of CBIZ since March 2016.

Grisko was appointed to the CBIZ Board in November 2015.

Grisko joined CBIZ in September 1998.

Grisko served as Vice President, Mergers & Acquisitions from September 1998 through November 1998, as Senior Vice President, Mergers & Acquisitions and Legal Affairs from December 1998 through January 2000, and as President and Chief Operating Officer from February 2000 through February 2016.

Grove has served as Senior Vice President and Chief Financial Officer of CBIZ since December 2000.

Before joining CBIZ, Mr.

Grove served as Senior Vice President and Chief Financial Officer of Bridgestreet Accommodations, Inc., which he joined in early 2000 to restructure financing, develop strategic operating alternatives, and assist with merger negotiations.

Prior to joining Bridgestreet, Mr.

Grove served for three years as Vice President and Chief Financial Officer of LESCO, Inc.

Since beginning his career in corporate finance in 1972, Mr.

Grove has held various financial positions with large companies representing a variety of industries, including Revco D.S., Inc., Computerland/Vanstar, Manville Corporation, The Upjohn Company, and First of America Bank.

Chris Spurio has served as Senior Vice President of CBIZ and President of CBIZ’s Financial Services practice group since January 2014.

Spurio joined CBIZ in January 1998.

Spurio served as Corporate Controller from January 1998 through July 1999, as Vice President of Finance from July 1999 until September 2008, as Executive Managing Director of the Financial Services Group’s Midwest Region from September 2008 through March 2010, and as the Group’s Chief Operating Officer from March 2010 through December 2013.

Spurio was associated with the international accounting firm of KPMG LLP from July 1988 to January 1998.

Spurio is a CPA, CGMA and a member of the American Institute of Certified Public Accountants and the Ohio Society of Certified Public Accountants.

Kouzelos has served as President of the Benefits and Insurance practice group of CBIZ since May 2015.

Kouzelos joined CBIZ in June 1998.

Kouzelos served as Director of Business Integration from June 1998 to July 2000, as Vice President of Shared Services from August 2000 to March 2001, as Vice President of Strategic Initiatives from April 2001 through August 2005, as Senior Vice President of Strategic Initiatives from September 2005 to May 2015, and, additionally, as the Chief Operating Officer of the Benefits and Insurance practice group from April 2007 to May 2015.

Before joining CBIZ, Mr.

Kouzelos was associated with the international accounting firm of KPMG LLP from 1990 to September 1996.

Other Key Employees:

Fleischer has served as Senior Vice President and Chief Information Officer of CBIZ since August 2014.

Before joining CBIZ, Mr.

Fleischer held CIO roles at TTT Holdings (a Talisman Capital Partners company), Ferro Corporation, The Goodyear Tire & Rubber Company, and T-Systems.

Prior to these roles, he held senior IT roles at Volkswagen and Federal-Mogul Corporation.

While at T-Systems, Mr.

Fleischer also ran the U.S.

consulting practice, which provided IT services to clients in a variety of industries.

He began his career as a commissioned officer in the United States Army and served twelve years on active duty in numerous roles, which included directing large-scale systems development and integration projects in communications and computing.

Huddleston has served as Senior Vice President, Chief Legal Officer and Corporate Secretary of CBIZ since December 2023.

Before joining CBIZ, Ms.

Huddleston held various legal roles of increasing responsibility at Brown-Forman Corporation, a leading global spirits company, including Vice President – Associate General Counsel, Regional, Securities and Governance and Corporate Secretary from October 2022 to November 2023, Vice President, Associate General Counsel and Corporate Secretary from September 2020 to October 2022, Vice President, Assistant General Counsel and Assistant Secretary from March 2019 to September 2020, and Managing Attorney and Assistant Secretary from July 2018 to March 2019.

Prior to joining Brown-Forman Corporation, Ms.

Huddleston served as Assistant Secretary and Corporate Counsel, Securities and Finance at Evergy, Inc., a publicly traded energy company, from 2010 to 2018.

Donna Mirandola has served as Senior Vice President and Chief Marketing Officer of CBIZ since August 2024.

Before joining CBIZ, Ms.

Mirandola served as Chief Marketing Officer, Growth Marketing at Aon, a global profession services firm, where she also served in a variety of other roles, including Vice President, Global External Communications;

Vice President, Global Content & Digital Marketing;

and Global Head of Field Marketing & Communications.

Mirandola has more than 24 years of diversified B2B marketing and communications experience across technology, industrials and diversified professional services.

She began her career with the U.S.

House of Representatives in Washington, D.C.

before serving as deputy press secretary and field director for a U.S.

Senate campaign in California.

After the campaign, Donna joined Oracle, where she held roles in global communications and customer marketing.

She then spent eight years at General Electric, advancing through various communications leadership positions across the Industrial, Energy, and Oil & Gas sectors.

Matt Morelli currently serves as Senior Vice President – Corporate Development of CBIZ, a role he has fulfilled since 2018.

Morelli joined CBIZ in June 2007, serving as Associate General Counsel from June 2007 to October 2015, then as Chief of Staff to the Chief Executive Officer from August 2015 to October 2019, and finally as Senior Vice President – Strategic Initiatives from October 2019 to March 2022, during which time he held a position as part of the senior leadership team of CBIZ’s Advisory Division.

Before joining CBIZ, Mr.

Morelli was a partner at the law firm of Ulmer Berne LLP.

While at Ulmer Berne, Mr.

Morelli concentrated his practice in the area of business and employment disputes.

Newman has served as Senior Vice President and Chief Human Resources Officer of CBIZ since December 2022.

Newman joined CBIZ in 2019 as Chief of Staff to the Chief Executive Officer.

Before joining CBIZ, Ms.

Newman was the President and CEO of a large, regional health care organization serving Northeast Ohio.

Newman had more than 20 years of leadership experience spanning the private, public and non-profit sectors including leading organizational transformation, human capital and operational excellence client engagements with the international accounting firm of KPMG LLP.

Peter Scavuzzo has served as Senior Vice President, Chief Strategy Officer and National Leader of Technology since November 2024.

Scavuzzo’s responsibilities apply to projects related to transformation, innovation, artificial intelligence, business intelligence and data analytics as well as overseeing the organization’s Technology business division.

Before joining CBIZ, Mr.

Scavuzzo served as the Chief Information & Digital Officer at Marcum and Chief Executive Officer of Marcum Technology from June 2007 to November 2024.

Scavuzzo has more than 28 years of business and technology experience across a diversified industry portfolio with a specialty in professional services, manufacturing and higher education.

Ronald Storch , CPA has served as Senior Vice President and Chief Business Officer of CBIZ since November 2024.

Before joining CBIZ, Mr.

Storch was a Partner, Member of the Executive Committee and served as the Chief Operating Officer of Marcum from 2016 to November 2024.

Now with CBIZ, Mr.

Storch manages offshoring initiatives, real estate and facilities, international relations, the integration of the Marcum Transaction, the CBIZ Foundation and other various operational areas.

Available Information

Our principal executive office is at 5959 Rockside Woods Blvd.

N., Suite 600, Independence, Ohio 44131, and our telephone number is (216) 447-9000.

Our website is located at https://www.cbiz.com .

In addition, the SEC maintains an internet website that contains reports, proxy and information statements and other information about us at https://www.sec.gov .

Our corporate code of conduct, corporate governance guidelines, code of professional conduct and ethics and the charters of the Audit Committee, the Compensation and Human Capital Committee and the Nominating and Governance Committee of the Board of Directors are available on the investor relations page of our website, referenced above, and in print to any stockholder who requests them.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business