UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (Amendment No.    )

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Under Rule 14a-12

CBIZ, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CBIZ, INC.

6050 Oak Tree Boulevard South, Suite 500

Cleveland, OH 44131

April 6, 20152016

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders of CBIZ, Inc., which will be held on Friday,Wednesday, May 15, 2015,11, 2016, at 8:00 a.m. EDT, at Park Center Plaza III located at 6050 Oak Tree Boulevard South, Lower Level, Cleveland, Ohio 44131.

The matters to be considered at the meeting are described in the formal notice and proxy statement on the following pages.

We encourage your participation at this meeting. Whether or not you plan to attend in person, it is important that your shares be represented at the meeting. Please review the proxy statement and sign, date and return your proxy card in the enclosed envelope as soon as possible. Alternatively, you may vote via Internet or by telephone in accordance with the procedures set out on the proxy card.

If you attend the meeting and prefer to vote in person, your previous voting instructions can be revoked at your request.

We appreciate your confidence in CBIZ, Inc. and look forward to the chanceopportunity to visit with you at the meeting.

Very truly yours,

CBIZ, INC.

Steven L. Gerard, Chairman of the Board

CBIZ, INC.

6050 Oak Tree Boulevard South, Suite 500

Cleveland, Ohio 44131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 15, 201511, 2016

TO THE STOCKHOLDERS OF CBIZ, INC.:

The Annual Meeting of Stockholders of CBIZ, Inc. will be held on May 15, 2015,11, 2016, at 8:00 a.m. EDT, at Park Center Plaza III located at 6050 Oak Tree Boulevard South, Lower Level, Cleveland, Ohio 44131, for the following purposes:

1. To elect four of a class of four Directors, who are named in the Proxy Statement, to the Board of Directors of CBIZ, Inc. with one Director’s term expiring at the Annual Meeting in 2017, and the remaining three Directors’ terms expiring at the Annual Meeting in 2018;2019;

2. To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm;

3. To conduct an advisory vote to approve named executive officer compensation; and

4. To transact such other business as may properly come before the meeting or any adjournment thereof.

Only stockholders of record on March 20, 201521, 2016 will be entitled to vote at the meeting. This notice and proxy statement, a proxy and voting instruction card, and the 20142015 Annual Report are being distributed on or about April 6, 2015.2016.

You are cordially invited to attend the Annual Meeting. Your vote is important.Whether or not you expect to attend in person, you are urged to sign, date and mail the enclosed proxy card as soon as possible so that your shares may be represented and voted.The envelope enclosed requires no postage if mailed within the United States. If you attend the meeting and prefer to vote in person, your previous voting instructions can be revoked at your request. Alternatively, you may vote via Internet or by telephone in accordance with the procedures set out on the proxy card.

By Order of the Board of Directors,

Michael W. Gleespen, Corporate Secretary

Cleveland, Ohio

April 6, 20152016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2015:11, 2016:

The proxy statement and annual report to security holders are available at www.envisionreports.com/cbiz.

PLEASE SIGN AND DATE THE ENCLOSED PROXY

AND RETURN IT IN THE ACCOMPANYING ENVELOPE,

OR VOTE BY INTERNET OR TELEPHONE AS SOON AS POSSIBLE

TABLE OF CONTENTS

CBIZ, INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation by the Board of Directors of CBIZ, Inc. (“CBIZ” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday,Wednesday, May 15, 2015,11, 2016, and any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The mailing of this proxy statement and accompanying form of proxy to stockholders will commence on or about April 6, 2015.2016.

VOTING RIGHTS AND SOLICITATION

Shares represented by properly executed proxies received on behalf of CBIZ will be voted at the Annual Meeting in the manner specified therein. If no instructions are specified in a proxy returned to CBIZ, the shares represented thereby will be voted in favor of the election of the directors listed on the enclosed proxy card, in favor of ratification of KPMG LLP as CBIZ’s independent registered public accounting firm, and in favor of the Company’s named executive officer compensation. Any proxy may be revoked by the person giving it at any time prior to being voted at the meeting, by submitting a subsequently signed and dated proxy in person, by mail, or otherwise voting via the Internet or by telephone.

Directors Rick L. BurdickDonald V. Weir and Benaree Pratt WileyTodd J. Slotkin are designated as proxy holders in the proxy card. If no instructions are specified in a proxy returned to CBIZ, they will vote for the election as directors of Michael H. DeGroote, Todd J. Slotkin, Gina D. France,Rick L. Burdick, Steven L. Gerard, Jerome P. Grisko, Jr., and Sherrill W. Hudson,Benaree Pratt Wiley, who have been nominated by the Board of Directors. They will vote for the ratification of KPMG LLP as CBIZ’s independent registered public accounting firm, and in favor of the Company’s named executive officer compensation. If any other matters are properly presented at the Annual Meeting for consideration, the proxy holders will have discretion to vote on such matters in accordance with their best judgment. The Board of Directors knows of no other matters to be presented at the meeting.

The Board of Directors established March 20, 201521, 2016 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting. On the record date, CBIZ had 49,274,12952,560,174 shares of voting common stock issued and outstanding. The common stock is the only class of capital stock CBIZ has outstanding. Only stockholders of record at the close of business on the record date will be entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter presented.

The holders of a majority of the total shares of common stock issued and outstanding, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business. Broker non-votes occur when a nominee holding shares of the Company’s common stock for a beneficial owner returns a properly executed proxy but has not received voting instructions from the beneficial owner and such nominee does not possess or chooses not to exercise discretionary authority with respect to such shares. Brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on Proposal No. 1, election of directors, or Proposal No. 3, to conduct an advisory vote to approve named executive officer compensation, although they may vote their clients’ shares on Proposal No. 2, the ratification of KPMG LLP as the Company’s independent registered public accounting firm.

The proposals regarding ratification of the selection of the Company’s independent registered accounting firm, the advisory vote to approve named executive officer compensation, and the election of each of the director nominees require the affirmative vote of a majority of the votes present and entitled to vote on the matter. In determining whether each proposal has received the requisite number of affirmative votes, abstentions will be counted and will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the vote for these matters.

ELECTION OF DIRECTORS

Proposal No. 1 (Item 1 on Proxy Card)

CBIZ’s Certificate of Incorporation divides the Board of Directors into three classes of directors, with one class to be elected for a three-year term at each annual meeting of stockholders. The Board of Directors currently consists of nineten members, with four members’ terms expiring at this Annual Meeting. TwoOne of the directors whose terms are expiring werewas appointed to the Board on FebruaryNovember 11, 2015. On that date the Board expanded its number of director seats from sevennine to nineten for the purpose of adding additional independent directorsappointing President Jerome P. Grisko, Jr. to the Board.Board in connection with the March 9, 2016 transition of the Chief Executive Officer role from Steven L. Gerard to Jerome P. Grisko, Jr., which succession plan had been previously announced on October 29, 2014. Following a vetting process undertaken by the Nominating and Governance Committee, Gina D. France and Sherrill W. Hudson wereMr. Grisko was nominated to fill the newly-created board seats.seat. The full Board accepted the nominationsnomination and unanimously appointed Ms. France and Mr. HudsonGrisko to the Board, on condition that theyhe stand for election at the 20152016 Annual Meeting. The remaining twothree members with terms expiring at the 20152016 Annual Meeting, Michael H. DeGrooteRick L. Burdick, Steven L. Gerard, and Todd J. Slotkin,Benaree Pratt Wiley, have been nominated for reelection by the Nominating and Governance Committee.

If elected at the Annual Meeting, three of the nominees listed below will serve until the Annual Meeting of Stockholders in 2018, and one will serve until the Annual Meeting of Stockholders in 2017,2019, or until their successors are duly elected and qualified. The differences in term are being adopted in order to maintain equal numbers within each of the three classes of directors, as required by Article Six of the Company’s Amended and Restated Certificate of Incorporation. All other directors will continue as such for the term to which they were elected. Although the Board of Directors does not contemplate that any of the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the persons named in the enclosed proxy will vote for the election of another person as may be nominated by the Board of Directors. The approval of this proposal requires the affirmative vote of a majority of the votes present and entitled to vote on the matter. Abstentions will be counted and will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the vote for this proposal.

The Board, upon nomination by the Nominating and Governance Committee, recommends a vote “FOR” approval of the Directors Standing for Election listed below.

Directors Standing for Election

Director Qualifications and Experience

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, diversity and expertise that would strengthen the Board; and selecting appropriate candidates for nomination. A full description of the standards and processes used by the Nominating and Governance Committee in evaluating nominees and directors is set out below in the section entitled “Committees of the Board of Directors”, p. 10, and in the Charter of the Nominating and Governance Committee.

Set forth below is biographical information for the individuals nominated to serve as directors and each person whose term of office as a director will continue after the Annual Meeting. In addition, the biographical information for each Director nominee includes a summary of the specific experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director of the Company. It would not be possible to detail all experience, qualifications, attributes or skills possessed by each Director. Rather, the Company has attempted to set out those unique and important professional characteristics that each particular person brings to the Board.

Nominees For Directors

Michael H. DeGroote,Rick L. Burdickson of CBIZ founder Michael G. DeGroote, was appointedhas served as a Director of CBIZ since October 1997, when he was elected as an independent director. On May 17, 2007, Mr. Burdick was elected by the Board to be its Lead Director, a non-officer position. Previously, in November, 2006.October 2002, he was elected by the Board as Vice Chairman, a non-officer position. Mr. DeGroote currentlyBurdick has been a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP since April 1988. Mr. Burdick serves as President of Westbury International, a full-service real estate development company, specializing in commercial/industrial land, residential development and property management. Prior to joining Westbury International, Mr. DeGroote was Vice President of MGD Holdings and previously held a management position with Cooper Corporation, and previously served on the Board of Directors of Progressive Waste Solutions Ltd.AutoNation, Inc.

In his firm management role at Akin Gump, Mr. Burdick has gained extensive knowledge regarding the strategic operation of a national professional services organization. He has broad transactional experience as both a director and legal representative of large public and multinational companies, and maintains a complex practice involving regulatory and financial reporting issues.

Steven L. Gerard was elected by the Board to serve as its Chairman in October, 2002. He was appointed Chief Executive Officer and Director in October 2000, and served as CEO until his retirement on March 9, 2016. Mr. Gerard continues in his role as the Board’s Chairman, in a non-executive capacity following his retirement as CEO. Mr. Gerard was Chairman and CEO of Great Point Capital, Inc., a provider of operational and advisory services from 1997 to October 2000. From 1991 to 1997, he was Chairman and CEO of Triangle Wire & Cable, Inc. and its successor Ocean View Capital, Inc. Mr. Gerard’s prior experience includes 16 years with Citibank, N.A. in various senior corporate finance and banking positions. Further, Mr. Gerard served seven years with the American Stock Exchange, where he last served as Vice President of the Securities Division. Mr. Gerard also serves on the Boards of Directors of Lennar Corporation, Joy Global, Inc. and Las Vegas Sands Corporation.

Mr. Gerard has significant board-level experience with five other public companies, including three New York Stock Exchange (“NYSE”) listed entities, in addition to his current membership on the boards of Lennar Corporation, Joy Global, Inc., and Las Vegas Sands Corporation. He has served on the Boardaudit and compensation committees of Governorsseveral of McMaster Universitythese public companies, and has been recognized as a “financial expert” by at least one. Mr. Gerard has broad experience in Hamilton, Ontario.

Asoperations, finance, banking, risk assessment and regulation, and has served as the Presidentchief executive officer of a full-service real estate development company specializing in commercial/industrial land, residential development and property management, Mr. DeGroote reflects the entrepreneurial background of most of CBIZ’s acquisitions. His association with the largest single stockholder of Company stock fosters a consistent focus on attaining and improving stockholder value.several companies.

Gina D. FranceJerome P. Grisko, Jr. was appointed to the CBIZ Board in February,November, 2015. Ms. France founded France Strategic Partners, LLC, a strategyMr. Grisko was appointed Chief Executive Officer of CBIZ on March 9, 2016, and transaction advisory firm,remains President, and has served as itsboth President and CEO since 2003. Ms. France has over 30 yearsChief Operating Officer of experiencethe Company from February 2000 until being appointed as Chief Executive Officer. Mr. Grisko joined CBIZ as Vice President, Mergers & Acquisitions in strategy, investment bankingSeptember 1998 and corporate finance. Priorwas promoted to founding France Strategic Partners, Ms. France was a Partner with Ernst & Young, LLP and directed the Firm’s Center for Strategic Transactions. Prior to her work with Ernst & Young, Ms. France was a Senior Vice President, Mergers & Acquisitions and Legal Affairs in December of 1998. Prior to joining CBIZ, Mr. Grisko was associated with Lehman Brothers, Inc. Ms. France serves on the boardslaw firm of FirstMerit Corporation and Cedar Fair, L.P. and has previously served onBaker & Hostetler LLP, where he practiced from September 1987 until September 1998, serving as a partner of the board of Dawn Food Products, Inc.

Ms. France is qualifiedfirm from January 1995 to serve on the board because of her leadership experienceSeptember 1998. While at Baker & Hostetler, Mr. Grisko concentrated his practice in the investment banking, accountingarea of mergers and financial services fieldsacquisitions, and her service as a board membergeneral corporate matters.

As SVP, COO, President, and now CEO of several nationally recognized companies.

Sherrill W. Hudson was appointed toCBIZ over the CBIZ Board in February, 2015. Mr. Hudson is Chairmancourse of the Board of TECO Energy, Inc. andpast nearly eighteen years, Mr. Grisko has been a memberintegrally involved in leading the management and operations of its board since January 2003. He was executive chairman from August 2010 to December 2012, after having served as Chairman and CEO since July 2004. Mr. Hudson also serves on the boards of Publix Super Markets, Lennar Corporation and United Insurance Holdings Corporation. Mr. Hudson retired from Deloitte & Touche, LLP (“Deloitte”) in August 2002, after 37 years of service.

The experience gained by Mr. Hudson inCompany. In addition, his career at Deloitte gives him a broad subject-matter expertise in one of the Company’s principal lines of business. This background will bemergers & acquisitions and his leadership in developing and implementing organic growth initiatives have been invaluable to the operational and strategic development of the Financial Services division. Mr. Hudson’s role in senior management of one public company, as well as his membership on the boards of several others, will help effectively apply his financial services experience to matters at the highest policy levels.CBIZ.

Todd J. SlotkinBenaree Pratt Wileyhas served as a Director of CBIZ since September 2003,May 2008, when heshe was elected as an independent director. Mr. SlotkinMs. Wiley is a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management, and leadership development primarily for global insurance and consulting firms. Ms. Wiley served as the Managing DirectorPresident and Global Business HeadChief Executive Officer of Alvarez & Marsal’s Asset Management Services. Mr. SlotkinThe Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region for fifteen years before retiring in 2005. Ms. Wiley is also an independentcurrently a director on the boards of The Dreyfus Family of Funds and Blue Cross and Blue Shield of Massachusetts. Her civic activities include serving on the boards of the Apollo Closed End Fund Complex (Apollo Floating Rate Fund, Apollo Tactical Income Fund). In 2011, Mr. Slotkin was appointedEfficacy Institute, Howard University and Dress for Success Boston.

Ms. Wiley is a driving force in the Managing Partneradvancement of Newton Pointe LLC, an advisory firm,leadership diversity. Under her leadership as president and chief executive officer, The Partnership, Inc. strengthened the capacity of greater Boston to attract, retain, and develop talented professionals of color and helped more than 1,300 African Americans integrate into the corporate community. This tenure is chronicled in a position he also held during the period 2007-2008. Mr. Slotkin servedHarvard Business School case study on the Board of Martha Stewart Living Omnimedia from 2008 to 2012,transformational non-profit leadership —Bennie Wiley and was head of its Audit Committee and Special Committee. Between 2008 and 2010, Mr. Slotkin was a Senior Managing Director of Irving Place Capital. From 2006 to 2007 Mr. SlotkinThe Partnership, Inc. Ms. Wiley has served as both a Managing Directormember and chair of Natixis Capital Markets. From 1992 to 2006, Mr. Slotkin served as a SVP (1992-1998)audit and EVP and Chief Financial Officer (1998-2006) of MacAndrews & Forbes Holdings Inc. Additionally, he was the EVP and CFO of publicly owned M&F Worldwide (1998-2006). Prior to 1992, Mr. Slotkin spent 17 years with Citigroup, ultimately serving as Senior Managing Director and Senior Credit Officer. He was also the Global Head of Citigroup’s Leveraged Capital Group. Mr. Slotkin is a Director and co-foundernominating committees of the Food Allergy Research & Education, Inc., formerly known as the Food Allergy Initiative.boards on which she has served.

Mr. Slotkin’s considerable experience in both public and privately-held companies as a director, audit and compensation committee member, audit committee financial expert, and chief financial officer is an important asset that assists the Company in addressing a broad range of regulatory and operational issues. His history with public banks and public and private companies makes him uniquely qualified to render advice on the Company’s capital, strategic and transactional matters.

Remaining Directors

Rick L. Burdickhas served as a Director of CBIZ since October 1997, when he was elected as an independent director. On May 17, 2007, Mr. Burdick was elected by the Board to be its Lead Director, a non-officer position. Previously, in October 2002, he was elected by the Board as Vice Chairman, a non-officer position. Mr. Burdick has been a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP since April 1988. Mr. Burdick serves on the Board of Directors of AutoNation, Inc.

In his firm management role at Akin Gump, Mr. Burdick has gained extensive knowledge regarding the strategic operation of a national professional services organization. He has broad transactional experience as both a director and legal representative of large public and multinational companies, and maintains a complex practice involving regulatory and financial reporting issues.

Joseph S. DiMartinohas served as a Director of CBIZ since November 1997, when he was elected as an independent director. Mr. DiMartino has been Chairman of the Boards of the funds in The Dreyfus Family of Funds since January 1995. Mr. DiMartino served as President, Chief Operating Officer and Director of The Dreyfus Corporation from October 1982 until December 1994 and also served as a director of Mellon Bank Corporation. Mr. DiMartino formerly served on the Boards of SunAir Services Corp., LEVCOR International, Inc., The Newark Group and the Muscular Dystrophy Association.

Mr. DiMartino’s service as a chairman, director and president of several significant public and New York Stock Exchange (“NYSE”)NYSE listed companies provides CBIZ with a wealth of strategic and operating experience. The Company regularly draws on his leadership skills and experience in his role as the Chairman of the Compensation Committee. His knowledge of the capital markets is extremely valuable in the structuring of the Company’s sources of credit.

Steven L. GerardMichael H. DeGroote,son of CBIZ founder Michael G. DeGroote, was elected byappointed a Director of CBIZ in November 2006. Mr. DeGroote currently serves as President of Westbury International, a full-service real estate development company, specializing in commercial/industrial land, residential development and property management. Prior to joining Westbury, Mr. DeGroote was Vice President of MGD Holdings and previously held a management position with Cooper Corporation, and previously served on the Board of Directors of Progressive Waste Solutions Ltd. He served on the Board of Governors of McMaster University in Hamilton, Ontario.

As the President of a full-service real estate development company specializing in commercial/industrial land, residential development and property management, Mr. DeGroote reflects the entrepreneurial background of most of CBIZ’s acquisitions. His association with one of the founding stockholders of the Company fosters a consistent focus on attaining and improving stockholder value.

Gina D. France was appointed as an independent director to the CBIZ Board in February 2015. Ms. France founded France Strategic Partners, LLC, a strategy and transaction advisory firm, and has served as its President and CEO since 2003. Ms. France has over 30 years of experience in strategy, investment banking and corporate finance. Prior to founding France Strategic Partners, Ms. France was a Partner with Ernst & Young, LLP and directed the Firm’s Center for Strategic Transactions. Prior to her work with Ernst & Young, Ms. France was a

Senior Vice President with Lehman Brothers, Inc. Ms. France serves on the boards of FirstMerit Corporation and Cedar Fair, L.P. and has previously served on the board of Dawn Food Products, Inc.

Ms. France is qualified to serve on the board because of her leadership experience in the investment banking, accounting and financial services fields and her service as a board member of several nationally recognized companies.

Sherrill W. Hudson was appointed as an independent director to the CBIZ Board in February, 2015. Mr. Hudson is Chairman of the Board of TECO Energy, Inc. and has been a member of its Chairman in October, 2002.board since January 2003. He was appointed Chief Executive Officer and Director in October, 2000. Mr. Gerard wasexecutive chairman from August 2010 to December 2012, after having served as Chairman and CEO of Great Point Capital, Inc., a provider of operational and advisory services from 1997 to October 2000. From 1991 to 1997, he was Chairman and CEO of Triangle Wire & Cable, Inc. and its successor Ocean View Capital, Inc.since July 2004. Mr. Gerard’s prior experience includes 16 years with Citibank, N.A. in various senior corporate finance and banking positions.

Further, Mr. Gerard served seven years with the American Stock Exchange, where he last served as Vice President of the Securities Division. Mr. GerardHudson also serves on the boards of directors of Lennar Corporation Joy Global, Inc., and Las Vegas SandsUnited Insurance Holdings Corporation. Mr. Hudson retired from Deloitte & Touche, LLP in August 2002, after 37 years of service, and from the board of Publix Super Markets in April 2015.

The experience gained by Mr. Gerard has significant board-level experience with five otherHudson in his career at Deloitte gives him a broad subject-matter expertise in one of the Company’s principal lines of business. This background will be invaluable to the operational and strategic development of the Financial Services division. Mr. Hudson’s role in senior management of one public companies, including three NYSE-listed entities, in addition tocompany, as well as his current membership on the boards of Lennar Corporation, Joy Global, Inc., and Las Vegas Sands Corporation. Heseveral others, will help effectively apply his financial services experience to matters at the highest policy levels.

Todd J. Slotkin has served on the audit and compensation committees of several of these public companies, and has been recognized as a “financial expert” by at least one.Director of CBIZ since September 2003, when he was elected as an independent director. Mr. Gerard has broad experience in operations, finance, banking, risk assessment and regulation, andSlotkin has served as the Global Business Head of Alvarez & Marsal’s Asset Management Services since 2014. Mr. Slotkin is an independent director of the Apollo Closed End Fund Complex (Apollo Floating Rate Fund, Apollo Tactical Income Fund). In 2011, Mr. Slotkin was appointed the Managing Partner of Newton Pointe LLC, an advisory firm, a position he also held during the period 2007-2008. Mr. Slotkin served on the Board of Martha Stewart Living Omnimedia from 2008 to 2012, and was head of its Audit Committee and Special Committee. Between 2008 and 2010, Mr. Slotkin was a Senior Managing Director of Irving Place Capital. From 2006 to 2007 Mr. Slotkin served as a Managing Director of Natixis Capital Markets. From 1992 to 2006, Mr. Slotkin served as a SVP (1992-1998) and EVP and Chief Financial Officer (1998-2006) of MacAndrews & Forbes Holdings Inc. Additionally, he was the EVP and CFO of publicly owned M&F Worldwide (1998-2006). Prior to 1992, Mr. Slotkin spent 17 years with Citigroup, ultimately serving as Senior Managing Director and Senior Credit Officer. He was the Global Head of Citigroup’s Leveraged Capital Group. Mr. Slotkin is co-founder, Director and past Chairman of Food Allergy Research & Education, Inc., formerly known as the Food Allergy Initiative.

Mr. Slotkin’s considerable experience in both public and privately-held companies as a director, audit and compensation committee member, audit committee financial expert, and chief executivefinancial officer is an important asset that assists the Company in addressing a broad range of several companies.regulatory and operational issues. His history with public banks and public and private companies makes him uniquely qualified to render advice on the Company’s capital, strategic and transactional matters.

Donald V. Weirhas served as a Director of CBIZ since September 2003, when he was elected as an independent director. Mr. Weir is Vice President of Private Equity for Sanders Morris Harris Group Inc. (“SMHG”) and has been with SMHG for the past thirteen years. Prior to this Mr. Weir was CFO and director of publicly-held Deeptech International Inc. and two of its subsidiaries, Tatham Offshore, Inc. and Leviathan Gas Pipeline Company, both of which were publicly-held companies. Prior to his employment with Deeptech, Mr. Weir worked for eight years with Sugar Bowl Gas Corporation, as Controller and Treasurer and later in a consulting capacity. Mr. Weir was associated with Price Waterhouse, an international accounting firm, from 1966 to 1979.

As a director, chief financial officer, treasurer and controller of various public and privately-held companies, Mr. Weir has the depth of knowledge and experience needed to serve as a director of a public company with such diverse holdings and operations as CBIZ. His financial and accounting expertise, as well as his strategic and operational experience, properly qualifies him to act as the Chairman of the Company’s Audit Committee.

Benaree Pratt Wileywas appointed as an independent Director of CBIZ in May 2008. Ms. Wiley is a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management, and leadership development primarily for global insurance and consulting firms. Ms. Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region for fifteen years before retiring in 2005. Ms. Wiley is currently a director on the boards of The Dreyfus Family of Funds and Blue Cross and Blue Shield of Massachusetts. Her civic activities include serving on the boards of The Boston Foundation, the Efficacy Institute, Howard University, and Dress for Success Boston.

Ms. Wiley is a driving force in the advancement of leadership diversity. Under her leadership as president and chief executive officer, The Partnership, Inc. strengthened the capacity of greater Boston to attract, retain, and develop talented professionals of color and helped more than 1,300 African Americans integrate into the corporate community. This tenure is chronicled in a Harvard Business School case study on transformational non-profit leadership — Bennie Wiley and The Partnership, Inc. Ms. Wiley has served as both a member and chair of audit and nominating committees of the boards on which she has served.

RATIFICATION OF AUDIT COMMITTEE SELECTION OF AUDITOR

Proposal No. 2 (Item 2 on Proxy Card)

The Audit Committee of the Board has selected KPMG LLP as the Company’sCompany���s independent registered public accounting firm for the fiscal year ending December 31, 2015,2016, and the Board has directed that management submit the selection of KPMG LLP as the Company’s independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP has been the Company’s independent registered public accounting firm since fiscal 1997. Information on fees paid to KPMG LLP during the Company’s 20132014 and 20142015 fiscal years can be found after the Audit Committee Report below.

Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor any other governing documents or law require stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of what it believes to be good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The approval of this proposal requires the affirmative vote of a majority of the votes present and entitled to vote on the matter. Abstentions will be counted and will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the vote for this proposal. If the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20152016 is not ratified, the Audit Committee will reconsider the appointment, as discussed above.

The Board recommends a vote “FOR” the ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.2016.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Proposal No. 3 (Item 3 on Proxy Card)

Pursuant to the Dodd-Frank Act and resulting Securities and Exchange Commission (“SEC”) rules, public companies are required to conduct a non-binding advisory vote on their executive compensation, as disclosed in applicable filings with the SEC. The Board of Directors has carefully considered the voting results at the 2011 Annual Meeting regarding timing of these advisory votes, which indicated that an annual vote should be taken in accordance with the recommendations of the Compensation Committee, the Nominating and Governance Committee and the full Board. Therefore, the Company has determined that the stockholders should consider this issue on an annual basis. Accordingly, the Company is again providing its stockholders with the opportunity to cast a non-binding advisory vote on the compensation of its Named Executive Officers, as disclosed in this proxy statement. The next scheduled advisory vote on executive officer compensation is at CBIZ’s 20162017 Annual Meeting of Stockholders.

CBIZ believes its executive compensation and compensation policies and practices are focused on pay-for-performance principles, are strongly aligned with the interests of the Company’s long-term stockholders, help incentivize the Company’s Named Executive Officers, and are reasonable in comparison to the compensation practices of the Company’s competitors and other companies of similar size and complexity. The Company also believes that its executive compensation policies and practices 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 peer companies. CBIZ’s executive compensation policies are designed to ensure that total compensation reflects an individual’s performance and potential. The performance of the Company’s Named Executive Officers is generally measured in accordance with an individual’s goals and objectives as well as their contribution to CBIZ’s corporate goals and initiatives. Such factors as teamwork, new service or product innovation,strategic vision, effective execution, initiative, mentoring and personal development strongly influence a non-quantitative component of compensation awards at CBIZ. The Company believes that its compensation policies and programs and fiscal 20142015 compensation decisions, as each is described in this proxy statement, appropriately reward the Company’s Named Executive Officers for the Company’s performance and for their respective individual performances.

Accordingly, the Company recommends that its stockholders vote “For” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s proxy statement for the 20152016 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the other narrative executive compensation disclosure contained in this proxy statement.”

Because this vote is advisory, it will not be binding on the Board of Directors or the Compensation Committee, nor will it overrule any prior decision or require the Board or Compensation Committee to take any action. However, the Board and the Compensation Committee will review the voting results and will consider the outcome of the vote when making future decisions about executive compensation programs. The current recommendation of the Board of Directors and the Compensation Committee is based in part upon the vote of stockholders at the Company’s 20142015 Annual Meeting, in which our stockholders approved our Named Executive Officer compensation, and upon discussions with representatives of individual stockholders that the Company conducts on an ongoing basis. The compensation policies and methodologies used to determine the compensation of our Named Executive Officers have not materially changed in the past year. You are strongly encouraged to read the full details of our compensation policies and programs under “Executive Compensation” below, including our discussion under “Comparison of Compensation to Targets”. The approval of this proposal requires the affirmative vote of a majority of the votes present and entitled to vote on the matter. Abstentions will be counted and will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the vote for this proposal.

The Board recommends a vote “FOR” approval of the compensation of the Company’s Named Executive Officers.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of CBIZ common stock as of March 20, 2015,21, 2016, by (1) each person known by CBIZ to own beneficially 5% or more of CBIZ’s common stock, (2) each director, (3) each 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 between two and three multiples of base salary. All of the Directors and Named Executive Officers are in compliance with this policy.

upon exercise of those options exercisable within 60 days of March 20, 2015,21, 2016, the Record Date for the 20152016 Annual Meeting. All restricted shares may be voted by the recipient upon award, but restrictions do not immediately lapse; unrestricted ownership of restricted stock occurs only upon the lapse of restrictions.

voting power with respect to 1,812,8201,455,905 shares and sole investment power with respect to 7,398,4206,141,005 shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(11)

Holdings stated are based solely on information in the Schedule 13G filed with the SEC on February 17, 2015 by Skyline Asset Management, L.P. According to the report, Skyline Asset Management, L.P., acting as an investment adviser, beneficially owns 2,928,575 shares, has sole voting power with respect to 2,928,575 shares and has sole investment power with respect to 2,928,575 shares. The address of Skyline Asset Management, L.P. is 120 South LaSalle Street, Suite 1320, Chicago, IL 60603.

Directors Meetings and Committees of the Board of Directors

The Board of Directors conducted four regular meetings and threetwo special meetings during fiscal 2014.2015. In addition, there were fivethree 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 stockholders meetings. Nevertheless, the Company strongly encourages and prefers that directors attend regular and special board meetings as well as the annual meeting of stockholders in person, although attendance by teleconference is considered adequate. 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 20142015 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 2014.2015. The Company’s Lead Director and Vice Chairman, 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 Committee, a Nominating and Governance Committee, and an Executive Management Committee as standing committees of the board, all of which were active during 2014.2015. The Board of Directors has determined that all members of the Audit Committee, Compensation Committee and Nominating and Governance Committee are independent as set forth in the NYSE Listed Company Manual and under applicable SEC rules. The following is a description of the committees of the Board of Directors:

The members of the Audit Committee are Directors DiMartino, Hudson, Slotkin and Weir (Chairman). Richard C. Rochon was a member of the Audit Committee until his retirement from the Board at the 2014 Annual Meeting, at which time Mr. DiMartino was appointed to the Committee. CBIZ’s Board of Directors has determined that the Audit Committee members meet the independence standards set forth in Rule 10A-3(b)(1) of the Exchange Act, as amended. In addition, the Board has determined that all three members of the Audit Committee are “audit committee financial experts,” as that term is defined by the rules and regulations of the SEC, and meet the financial sophistication requirements of the NYSE. The Audit Committee conducted four regular meetings and six special meetings during 2014.2015. In addition, the Committee acted through two Actionsone Action in Writing in Lieu of a Meeting of the Audit Committee. The Audit Committee appoints the Company’s independent registered public accounting firm (“independent accountant” or “independent auditor”) and reviews issues raised by the independent accountants as to the scope of their audit and their audit reports, including questions and recommendations that arise relating to CBIZ’s internal accounting and auditing control procedures. 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, 6050 Oak Tree Boulevard South, Suite 500, Cleveland, Ohio 44131.

The members of the Compensation Committee are Directors DiMartino (Chairman), Slotkin, and Wiley. Richard C. Rochon was a member of the Compensation Committee until his retirement from the Board at the 2014 Annual Meeting. The Compensation Committee conducted two regular meetings and oneno special meetingmeetings during 2015. In addition,

during 2014. In addition, the Committee acted through two Actions in Writing in Lieu of a Meeting of the Compensation Committee. The Compensation 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 Committee also administers CBIZ’s executive incentive-compensation plans and all equity-based plans. The Charter of the Compensation 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, 6050 Oak Tree Boulevard South, Suite 500, Cleveland, Ohio 44131.

The Compensation Committee was established 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 stockholder advisory votes on executive compensation arrangements; (i) review and approve certain services to be performed by compensation consultants to the Company; (j) to monitor compliance with stock ownership guidelines for the Company’s executive officers and directors; and (k) perform such other functions as the Board may from time to time assign to the Committee. The Committee may delegate to its Chairman, any member of the Committee, any member of senior management or any external consultant of the Committee any task or duty the Committee deems necessary to assist it in accomplishing its obligations under law and its Charter. Any final action taken to fulfill these obligations, however, is only permitted upon majority vote of the Committee members themselves. The Compensation Committee requests that the Chief Executive Officer make recommendations regarding the amount or form of executive and director compensation annually, other than his own, or more often as the CEO or the Committee deems necessary throughout each year.

Compensation Committee Consultants. The Committee is free to hire any advisors or consultants, including compensation consultants in its sole discretion, as it may deem necessary or advisable at any time. The Committee and Management jointly consulted with Aon Hewitt to perform various director and executive compensation studies in 2002, 2004, 2006, 2007, 2008, 2009, 2010, 2012, 2013, 2014 and 2015 as set out on pp. 18-21,17-20, 25, and 28-29.27-28. The Compensation Committee determined that its and the Company’s use of Aon Hewitt as a compensation consultant in determining or recommending the amount or form of executive and director compensation 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 Aon Hewitt.

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee during 20142015 and continuing through 20152016 is or has been an officer or employee of CBIZ. There are no compensation committee interlock relationships with respect to CBIZ.

The members of the Nominating and Governance Committee are Directors Burdick (Chairman), DiMartino, France, Hudson, Slotkin, Weir and Wiley. Richard C. Rochon was a member of the Committee until his retirement from the Board at the 2014 Annual Meeting. 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 one regular meeting and fourone special meeting in 2014.2015. 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, 6050 Oak Tree Boulevard South, Suite 500, Cleveland, 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; (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 locations within which the Company operates, sound business practices, accounting and financial reporting, and one or more of the principal lines of business in which the Company is engaged; and, (6) the ability to satisfy criteria for independence established by the SEC and the NYSE, as they may be amended from time to time.

In its recommendations of candidates for appointment, election and reelection to the Board, the Committee specifically follows the requirements of its Charter to “recommend to the Board, with the input of the Chief Executive Officer, qualified candidates for the Board who bring the background, knowledge, experience, skill sets and expertise that would strengthen and increase the diversity of the Board.” The Committee believes that the current Board members, as well as the candidates considered and nominated for election at the 20152016 Annual Meeting, represent a group that includes differences of background, viewpoint, professional experience, education, skills and other qualities and attributes that contribute to heterogeneity.

The director selection process was undertaken by the Board throughoutin 2014 and 2015 for the purpose of identifying and adding additional independent directors to the Board. At the conclusion of the selection process undertaken throughout 2014 and into 2015,during this period, the Nominating and Governance Committee recommended the addition of two new directors, Gina D. France and Sherrill W. Hudson. Concurrently withHudson, who joined the expansion of the Board to nine members on February 11, 2015, following formal expansion of the Committee nominatedBoard. Both Ms. France and Mr. Hudson were then elected to fill the new Board seats.at the 2015 Annual Meeting. In addition, as a part of the Company’s succession plans, the Nominating and Governance Committee recommended that in connection with the anticipated transition in the Chief Executive Officer role from Chairman Steven Gerard to President Jerome P. Grisko, Jr. upon Mr. Gerard’s expected retirement in 2016, Mr. Grisko should join the Board as a Director in advance of the transition. The Board accepted their nominationsthis recommendation and nomination, and appointed Ms. France and Mr. HudsonGrisko to the Board on that same date,November 11, 2015, and indicated that the new directorsMr. Grisko should run for election to the Board at the 20152016 Annual Meeting.

The Nominating and Governance Committee will consider any candidate recommended by a stockholder, provided that the stockholder mails a recommendation to the Corporate Secretary at the Company’s headquarters, prior to the deadline for stockholder proposals, that contains the following: (1) the recommending stockholder’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 stockholder 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 stockholder that the candidate meets the criteria established by the Board; and (7) a brief description of the recommending stockholder’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, 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.

The members of the Executive Management Committee are Messrs. Burdick, Gerard, and Grisko. The Executive Management Committee approved ninethirteen Unanimous Written Consents in Lieu of Meeting of the Executive Management Committee of CBIZ, Inc. during 2014.2015. Subject to applicable law, the Executive Management Committee is 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 has 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 does not have the power or authority of the Board of Directors to approve or adopt or recommend to the stockholders any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders 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.

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, 6050 Oak Tree Boulevard South, Suite 500, Cleveland, 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.

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 areas of responsibility as established by the Company’s organizational documents and the charters of its committees. The Company has historically reviewed key risks with the Board of Directors and implemented a more formal enterprise risk management review program in 2010 as a Company-wide initiative to enhance our existing processes involving an integrated effort to identify, evaluate and manage risks that may affect our ability to execute our corporate strategy and fulfill our business objectives. This risk oversight program continued in 2014.2015. The activities of the enterprise risk management program entail the identification, assessment, and prioritization of a broad range of risks — including, for example, strategic, operational, financial, legal, regulatory and reputational risks — and the review of plans to mitigate their possible effects. The Board and each of its committees were actively engaged in this program throughout 20142015 and continuing in 2015.2016.

Director Independence

The NYSE Listed Company Manual provides that companies listed on the NYSE must have a majority of independent directors. A director is considered independent under NYSE rules if the board of directors affirmatively determines that the director does not have any direct or indirect material relationship with CBIZ and if such director satisfies such other criteria as specified by provisions of the NYSE Listed Company Manual.

The Nominating and Governance Committee and the Board of Directors have affirmatively determined that each of Rick L. Burdick, Joseph S. DiMartino, Gina D. France, Sherrill W. Hudson, Todd J. Slotkin, Donald V. Weir and Benaree Pratt Wiley have no prohibited material relationships with CBIZ and are independent directors. Mr. Richard C. Rochon, who retired from the Board at the 2014 Annual Meeting, was determined by the Nominating and Governance Committee to be an independent director. The Nominating and Governance Committee and the Board of Directors affirmatively determined that each of the Audit,

Compensation, and Nominating and Governance Committee’s members meet the independence requirements set out in the NYSE

Listed Company Manual and under applicable SEC rules. Mr. Gerard is not considered an independent director because of his employment as our Chief Executive Officer through March 9, 2016. Mr. Grisko is not considered an independent director because of his employment as our Chief Executive Officer and President. Mr. DeGroote is not considered an independent director until October 1, 2016 because of the circumstances of the Westbury Agreement as discussed below. The Nominating and Governance Committee and the Board of Directors have determined that Mr. DeGroote will satisfy independence requirements on October 1, 2016.

In connection with these independence determinations, the Nominating and Governance Committee and the Board of Directors considered all of the relationships between each director and CBIZ, and in particular the following relationships:

Company Leadership Structure

The positionsposition of Chairman of the Board of Directors andis held by Mr. Gerard in a non-executive capacity. The position of Chief Executive Officer are bothis held by Mr. Gerard. The Board believes the combination of these roles provides the Board with a more comprehensive understanding of ongoing operations and current issues. This structure also facilitates the identification of emerging issues, communication of essential information to the Board and preparation of agendas for the Board. Since our Chairman is an executive officer of the Company,Jerome P. Grisko, Jr. In addition, the Board believes it is appropriate to have an independent Lead Director who, among other things, chairs all executive sessions of our independent directors and facilitates communication between the Board of Directors and the Company’s executive officers. Mr. Burdick currently acts as the Company’s Lead Director. It is the Board’s belief that the current composition leadership positions, the committee system and the position of an independent Lead Director effectively maintainsmaintain Board independence and independent oversight of management and Company performance. Mr. Burdick currently acts as the Company’s Lead Director. As in past years, each member of the Board and each Committee member participated in performance self-assessments regarding their respective roles, their performance in each role, the activities of each body, and the performance and structure of leadership at the Board and management levels. The results of these assessments were reviewed by the full Board, each Committee, and by the independent directors as a group. The Board believes the current structure provides the Board with a comprehensive understanding of ongoing operations and current issues, as well as facilitates the identification of emerging issues, communication of essential information to the Board and preparation of matters for Board consideration.

REPORT OF THE AUDIT COMMITTEE

The Board of Directors maintains an Audit Committee comprised of threefour 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.

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 Company’s Code of Professional Conduct and Ethics Guide 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 SEC and the NYSE adopt additional rules bearing on the duties and activities of the Committee. The Audit Committee Charter and Code of Professional Conduct and Ethics Guide have been posted on the Investor Relations portion of the Company’s website, at www.cbiz.com.

The membership of the Audit Committee changed in 2014.2015. Mr. Richard C. Rochon retired from the Board at the 2014 Annual Meeting, and concurrently resigned his seat on the Audit Committee. Mr. Joseph S. DiMartinoSherrill Hudson was appointed to the BoardCommittee upon Mr. Rochon’s departure.joining the Board. Each of the Audit Committee members has been identified as audit committee financial experts, as defined by the rules and regulations of the SEC, in light of their training, experience, and expertise.

The Audit Committee oversees the Company’s financial process on behalf of the Board of Directors. Management has the primary responsibility for the consolidated financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements. Quarterly results similarly were reviewed and discussed.

The Audit Committee has relied, without independent verification, on management’s representation that the consolidated financial statements have been prepared with integrity and objectivity and in conformity with generally accepted U.S. accounting principles (“GAAP”). The Audit Committee’s oversight does not provide it with an independent basis to determine that management has in fact maintained appropriate accounting and financial reporting principles or policies. Furthermore, the Audit Committee’s considerations and discussions with management and the independent auditors do not ensure that the Company’s consolidated financial statements are presented in accordance with GAAP, that the audit of the Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards or the standards of the Public Company Accounting Oversight Board (the “PCAOB”) or that the Company’s independent accountants are in fact independent.

The Audit Committee received, reviewed, and adopted management’s report assessing the Company’s internal control over financial reporting. The Committee continued to be very active in monitoring management’s efforts to document and assess the Company’s internal controls.

The Audit Committee discussed with the independent auditors, who are responsible for expressing opinions on the conformity of those audited consolidated financial statements with GAAP and the effectiveness of internal control over financial reporting in accordance with the standards of the PCAOB, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the PCAOB Auditing Standard No. 16,Communications with Audit Committees. In addition, the Audit Committee has discussed with the independent accountants the auditors’ independence from management and the Company including the matters in the written disclosures and the letter required by applicable requirements of PCAOB Rule 3526 regarding the independent accountants’ communications with the Audit Committee concerning independence.

The Audit Committee discussed with both the Company’s internal auditor and independent auditors the overall scope, plans and results of their audit activities. The Audit Committee met regularly throughout 2014

2015 with the independent auditors, and the co-leadersleaders 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.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20142015 for filing with the SEC.

Auditor Fees

The Company incurred the following fees for services performed by KPMG LLP in fiscal 20142015 and 2013:2014:

Audit Fees:    Fees for the fiscal year 20142015 audit and the review of Forms 10-Q were $810,000.$865,000. Audit fees include fees related to the integrated audit of consolidated financial statements and SAS 100 quarterly review fees. Fees for the fiscal year 20132014 audit and the review of Forms 10-Q were $835,000.$810,000. Audit fees in 20132014 included fees related to the integrated audit of consolidated financial statements, SAS 100 quarterly review fees, and fees for audit procedures performed in connection with the divestiture of the Company’s MMP operations and with respect to a lease transaction.fees.

Audit-Related Fees:    Audit-related fees of $85,000$25,000 were billed in the year ended December 31, 2015 in connection with the audit of the financial statements of the CBIZ Employee Retirement Savings Plan. Audit-related fees of $85,000 were billed through December 31, 2014 for services rendered in connection with the audit of the financial statements of the CBIZ Employee Retirement Savings Plan and Service Organization Control (SOC) 1 services to the Company’s payroll operations. Audit-related fees of $80,000 were billed through December 31, 2013 for services rendered in connection with the audit of the financial statements of the CBIZ Employee Retirement Savings Plan, SOC 1 services to the Company’s payroll operations, and services related to workpaper review completed in advance of the divestiture of CBIZ MMP.

Tax Fees:    There were no tax fees billed by KPMG LLP for the yearyears ended December 31, 2014. Tax consulting fees of $7,257 were billed for the year ended2015 and December 31, 2013 in connection with a change of accounting method request to the IRS.2014.

All Other Fees:    There were no other fees billed for professional services by our independent auditors during fiscal years 20142015 and 2013.2014.

Pursuant to its Charter and the Act, the Audit Committee is responsible for pre-approving all services performed by the Company’s independent auditors, and certain services may not, under any circumstances, be performed for the Company by its independent auditors. KPMG LLP, the Company’s independent auditor, may not be engaged to perform for the Company, and is prohibited from performing for the Company, any prohibited service enumerated in the Act, or in any other law or regulation. In addition, the independent auditor is not permitted to perform services for the Company, whether associated with audit or non-audit functions, unless the services to be provided have been approved prior to their performance by this Committee, except as may otherwise be provided by law or regulation.

However, certain non-prohibited services may be pre-approved by the Audit Committee Chairman personally in advance of full Audit Committee consideration and approval, provided, that each engagement total 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.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee of the Board (the “Compensation Committee” or the “Committee”) 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. As previously noted, the CEO position transitioned on March 9, 2016 from Chairman Steven L. Gerard to President Jerome P. Grisko, Jr. Since the compensation data available relate to 2015 payments, during which Chairman Gerard alone served as CEO, references to “CEO” compensation throughout relate to payments to Mr. Gerard for 2015. Changes in Mr. Grisko’s compensation related to his newly appointed role as Chief Executive Officer in 2016, to the extent they are presently known, have been outlined in the Form 8-K report filed by CBIZ on March 9, 2016. Throughout this proxy statement, Steven L. Gerard (“CEO”) for purposes of this discussion), Jerome P. Grisko, Jr. (“President”) for purposes of this discussion), Ware Grove (“CFO”), Robert O’ByrneMichael Kouzelos (“President, Employee Services”), and Chris Spurio (“President, Financial Services”) are referred to as the “Named Executive Officers”, all of who are members of the SMG.

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. 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 companies of comparable size and complexity. 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 CBIZ’s corporate goals and initiatives. Such factors as teamwork, new service or product innovation,strategic vision, effective execution, initiative, mentoring and personal development will strongly influence a non-quantitative component of compensation awards at CBIZ.

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

Role of Executive Officers in Compensation Decisions

The Compensation Committee makes all compensation decisions for the SMG, including the Named Executive Officers, and reviews recommendations and makes determinations regarding equity awards to allany CBIZ employees. Decisions regarding the non-equity compensation of employees other than the SMG are made by management within the Financial Services and Employee Services divisions. The CEO and the President annually reviewreviewed the performance of each member of the SMG. 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 adjustments or awards to executives.

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 Aon Hewitt, (formerly known as Hewitt

Associates), an outside human resources consulting firm, to periodically conduct reviews of its compensation program for the SMG. Aon Hewitt was engaged to prepare comprehensive reports regarding these matters in 2002, 2004, 2006, 2007, 2008, 2009, 2010, 2012, and 2014-2015, and consults with the firm on an as-needed basis each year, including during 20142015 and 2015.2016. The Compensation Committee received research from Aon Hewitt that indicated that the prevalent performance measures used as targets in the compensation incentive plans of peer group companies included profit measures, revenue targets, TSR measurements, and other return metrics. Consequently, in 2014 the Compensation Committee altered the triggering mechanisms of the Company’s Annual Executive Incentive Plan (“EIP”) to include a combination of earnings per share related to continuing operations and organic revenue growth. The organic revenue growth measure replaced pre-tax margin results as a triggering mechanism. The 2014 mechanisms were again applied in 2015.

Again in 2014, Aon Hewitt was asked to analyze target compensation components and levels for the SMG, including the Named Executive Officers. This most recent Aon Hewitt analysis, delivered to the Compensation Committee in January of 2015, compares each element of total compensation for the SMG primarily against three groups, with relevant compensation data common to the groups. The first group is a custom peer group of 53 publicly traded, privately-held, and non-profit professional services, insurance, information technology, and other companies reflecting some aspect of CBIZ’s product and service offerings (collectively, the “Survey Peer Group”). The constituent companies contained in the Survey Peer Group is periodically reviewed and updated by Aon Hewitt as part of its studies, and the companies used for comparison in the 2015 Survey Peer Group are considerably different from the companies reflected in the Compensation Peer Group used in the 2012 Aon Hewitt study. Because of differences in the size and business focus among the companies comprising the Survey Peer Group, regression analysis is used to adjust the compensation data for differences in revenues. This adjusted value estimates the market value of compensation and is used as the basis of comparison of compensation between CBIZ and the companies in the Survey Peer Group.

The second group is a set of 11 select peer companies that Aon Hewitt selected for the purpose of comparing compensation of the Named Executive Officers to positions of companies in businesses comparable to those of our two principal divisions (collectively, the “Proxy Peer Group”). The third group provided compensation statistics from the current proxy statements of the peers used in Aon Hewitt’s 2012 compensation analysis (collectively, the “Supplemental Proxy Peer Group”).

The Survey Peer Group from the 2015 study consists of the following companies:

BlueCross BlueShield of Kansas City		Iron Mountain Incorporated		The Progressive Corporation
CBRE		Kaiser Foundation Health Plan, Inc.		TransUnion LLC
CNA Financial Corporation		Kaiser Permanente		Underwriters Laboratories Inc.
Deluxe Corporation		ManpowerGroup		UnitedHealth Group Incorporated
Discover Financial Services		Maritz Holdings Inc.		Viad Corp
Dst Systems, Inc.		MasterCard Incorporated		Visa International
E Trade Group, Incorporated		Merrill Corporation		WellPoint, Inc.
Express Scripts, Inc.		MetLife, Inc.

The Proxy Peer Group included in the 2015 study includes:

The Supplemental Proxy Peer Group consists of 22 companies, and was used by Aon Hewitt in its 2012 study for the Company. The companies included in this group are:

Aon Hewitt’s database and statistical methods are helpful to the Compensation Committee because they create a broad basis on which to establish the market value compensation targets for the various members of the SMG, including the Named Executive Officers. Because CBIZ is composed of units in widely different business lines, which are not mirrored in the aggregate by any other precisely comparable individual companies, the regression analysis offered by Aon Hewitt is particularly useful because it creates a possible basis for compensation comparison for our Named Executive Officers, as well as our SMG from a statistical amalgamation of many companies that otherwise would individually reflect only one facet of our business or which are either too small or too large to serve as fair one-to-one comparators. Taken together, their data provides CBIZ with a benchmark not available from each Survey Peer Group member company individually.

The Committee targets aggregate compensation for the collective SMG, including Named Executive Officers, at approximately the 50^th percentile of total 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 the experience level of the individual, the need to retain the individual, his or her relative importance or unique function within the organization, special meritorious conduct during the year or over a longer period, and market factors. Adjustments may also be made on the basis of ancillary compensation data that the Company has obtained from publicly available competitive intelligence, 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 Aon Hewitt, 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 2014,2015, 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 Named Executive Officers, were roughly consistent with targets. In addition, the Committee believes that to the extent compensation was paid in excess of median levels reflected in Aon Hewitt 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, and served as a useful talent retention mechanism. 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 Aon Hewitt report were warranted in certain individual cases as discussed inComparison of Compensation to Targets, p. 28.27.

20142015 Executive Compensation Components

For the fiscal year ended December 31, 2014,2015, the principal components of compensation for Named Executive Officers were:

Based on the data available to the Committee through its compensation consultant Aon Hewitt 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 performance measures of EPS growth, organic revenue growth, and margin growth.

Base Salary

The Company provides the Named Executive Officers and other employees with 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, the Proxy Peer Group, and the Supplemental 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. Merit-based increases for the Named Executive Officers (other than the Chief Executive OfficerCEO and the President) arewere based on the evaluation and recommendation of the Chief Executive OfficerCEO and the President, and ultimately upon the Committee’s own assessment of an individual executive’s performance. Merit-based increases for the Chief Executive OfficerCEO and the President are based upon the Committee’s assessment of the senior executives’ performance as well as upon the data reflected in the Aon Hewitt report. In 2014,2015, the Compensation Committee determined that a modest, 3%no across-the-board increase in base salary should be granted to the members of the SMG, and that twoSMG. Three members of the SMG should receive higherwere granted increases in their base compensation based upon those individual’s increased responsibilities. Onetheir success in meeting established goals in 2014. Two of these was an increase in base salary of aincreases were awarded to Named Executive Officer, Chris Spurio, who was appointedOfficers—the President of the Financial Services division, head in 2014.Chris Spurio, and the President of the Employee Services division, Michael Kouzelos.

Performance-Based Incentive Compensation

The 2002 Amended and RestatedAt the 2014 Annual Meeting, stockholders adopted the CBIZ, Inc. 2014 Stock Incentive Plan (the “2002“2014 SIP”) was approved by the Company’s stockholders at the 2011 Annual Meeting of Stockholders.. The Amended and Restated 20022014 SIP gives the Committee the ability to design cash and stock-based incentive compensation programs to promote high performance and achievement of corporate goals by the Named Executive Officers and other members of the SMG and other key employees throughout the Company. The Company believes that the 20022014 SIP encourages the growth of stockholder value and allows key employees to promote and benefit from the long-term growth and profitability of CBIZ.

The Committee has awarded non-equity performance-based compensation to the SMG, including the Named Executive Officers, under the 20022014 SIP through the adoption of Annual Executive Incentive Plans (“EIP”). The Committee also has awarded stock options and restricted stock as long-term equity incentive compensation to this group. Members of the SMG, including the Named Executive Officers, are granted equity awards based on their performance during the prior year and in accordance with the Company’s long-term equity incentive program. In 2015, the annual EIP was adopted by the Compensation Committee pursuant to the 2014 SIP. Members of the SMG, including the Named Executive Officers, received cash incentive compensation under the 20022014 SIP and attendant EIP for their performances in 2014.

At the 2014 Annual Meeting, stockholders adopted the CBIZ, Inc. 2014 Stock Incentive Plan (the “2014 SIP”). Starting in 2015, the annual EIP is adopted by the Compensation Committee pursuant to the 2014 SIP.2015.

As discussed in detail in the section titled CBIZ Annual Executive Incentive Plan below, in 20142015 the EIP cash incentive compensation component consisted of a Financially Based Award and an Individual Performance Award (“IPA”) dependent on the Company’s financial performance results in terms of diluted earnings-per-share from continuing operations (“continuing EPS”) and as a function of the Company’s organic revenue growth. In 2014, the organic revenue growth component of the EIP replaced the margin improvement component of prior years’ EIPs. The Committee replaced the margin improvement measure with that of organic revenue growthapplied these measures after careful consideration and re-examinationexamination of the Company’s objectives. The Committee authorized the change because of several factors,objectives, including that continuing EPS and organic revenue growth isare the Company’s key financial objective,objectives, that continuing EPS and organic revenue growth appearsappear to be the focusprimary foci of the stockholders, that achieving the Company’s continuing EPS target will ensure an acceptable margin assuming an appropriate share repurchase program, that these two primary performance metrics do not preclude our commitment to re-investing in the Company, may preclude some margin improvement depending on revenue results, that the Company’s investors have not typically focused on margin, and that information provided by Aon Hewitt indicates that factors related to organic revenue growth are more prevalent measures used by peer companies to trigger performance compensation.

The Named Executive Officers and other members of the SMG were also eligible to receive additional merit-based cash bonuses for 20142015 performance, which bonuses would be issued under the authority of the 20022014 SIP based upon the evaluation and recommendation of the CEO and/or the President, 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. No merit-based cash bonuses were awarded to the SMG in 2015.

CBIZ Annual Executive Incentive Plan

The 2014 annual2015 EIP was an annual cash incentive program adopted by the Committee under the authority of the 20022014 SIP. The 20142015 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.

In 2014, theThe 2015 EIP calculated cash incentive awards as a function of the Company’s organic growth as well as its EPS growth. As in prior years, under the Financially Based Award component of the 2015 EIP, in effect for 2014, 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 2014,2015, the predetermined targets consisted of a diluted continuing EPS target related to continuing operations (“EPS Target”), a non-GAAP financial measure, and an organic revenue growth measure related to continuing operations target (“ORG Target”), which is also a non-GAAP financial measure. Certain adjustments may be made to these 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 EPS Target and thirty percent (30%) of an executive’s TA opportunity is dependent on the Company’s performance with respect to the ORG Target. The TA opportunities for members of the SMG, including the Named Executive Officers, assuming the Company’s final EPS results related to continuing operations coincide with the EPS Target and organic growth results coincide with the ORG Target, range from 40% to 80% of base salary.

The TM range for the EPS Target may reduce the awards to 0% or increase the awards to 200% of the EPS Target-related portion of an executive’s bonus opportunity. The TM range for the ORG Target may reduce the awards to 0% or increase the awards to 200% of the ORG Target-related portion of an executive’s bonus opportunity. For fiscal 2014,2015, 100% of each Named Executive Officer’s financially-based EIP award was calculated as a function of corporate financial objectives relating to EPS Targets and ORG Targets.

The 20142015 EIP again 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 for extraordinary 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 Award 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 2015 EIP, adopted for 2014, the Committee again determined that the CEO’s IPA percentage of Base Target Award should be 30%, the President’s IPA percentage of Base Target Award should be 27.5%, and the IPA percentage of Base Target Award for each remaining member of 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’s personal contributions toward the achievement of the Company’s financial 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 2014,2015, the Committee awarded the CEO his full IPA potential award. The Committee accepted the CEO’s recommendations that the full IPA award established under the 2015 EIP should be given to each of the members of the SMG. TheSMG, with the exception of a 50% reduction in the IPA awards to the Presidents of both the Financial Services and Employee Services divisions, due to their divisions’ failure to meet minimum organic revenue targets. However, the Committee also awardeddetermined that these individuals, as well as all others in the CEO his full IPA potential award.SMG, set excellent leadership standards in their respective areas of responsibility.

Upon completion of the fiscal year, the Committee reviewed the diluted EPS from continuing operations and organic growth 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, and certified the appropriate EIP awards.

For 2014,2015, the Committee set the EPS Target at $0.59-$0.68-$0.600.69 per diluted share from continuing operations, after adjustment of the outstanding share count based on the effects of either share price movement or additional repurchases of outstanding convertible debt on the outstanding share count, under the prevailing accounting treatment of convertible debt. This standard is considered to be a non-GAAP financial measure. For the covered executives, including the Named Executive Officers, to earn any EIP Target-related bonus for 2014,2015, the Company was required to post results that were approximately 91.5%91.1% of the EPS Target, or $0.54$0.64 per share. In order to earn the maximum possible EIP bonus, the Company’s results would have had to exceed minimum EPS requirements under the plan by approximately 10.2%.8.7%, or $0.75.

For 2014,2015, the Committee set the ORG Target at 3.4-3.7%3.0%. This standard is considered to be a non-GAAP financial measure. For the covered executives, including the Named Executive Officers, to earn any ORG Target-related bonus for 2014,2015, the Company was required to post results that were 70.6%83.3% of the ORG Target, or a 2.4%2.5% organic revenue growth result. In order to earn the maximum possible EIP bonus, the Company’s results would have to exceed the ORG Target by approximately 43.2%30.0%, or an organic revenue growth result of 5.3%3.9%.

The Committee believes these EPS Targets and ORG Targets are 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.

The range of potential Target Multipliers applicable to 20142015 Financially Based Awards is set out in the table below.

After adjustment of the outstanding share count based upon the effects of share price movement related to the existence of outstanding convertible debt, and upon the effect of repurchases of outstanding convertible debt, diluted EPS related to continuing operations was determined to be $0.61$0.71 in 20142015 and therefore the EPS TM was set at 1.2.1.3. Organic revenue growth results were 2.8%2.5% for 20142015 and therefore the ORG TM was determined to be 0.6.0.0. There were no other special adjustments that affected these targets for 2014.2015.

For each of the Named Executive Officers, the Target Awards, applicable TM, Individual Performance Adjustments, and EIP Bonuses for 20142015 performance were:

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, meeting or exceeding cross-serving program goals for the operations under their control, generating acquisition opportunities, 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 made to Named Executive Officers under the EIP for performance in 20142015 are reflected in column (g) of the Summary Compensation Table on p. 31.

In 2014 the Committee indicated that all Named Executive Officers, as well as the remaining members of the SMG, were eligible to receive their full IPAs. The Committee’s decision was based upon its assessment of the group’s overall performance as a team in achieving 2014 results and substantially meeting the plan results for the areas under their direction. The Committee determined that these individuals, as well as all others in the SMG, set excellent leadership standards in their respective areas of responsibility.30.

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 20022014 SIP. Merit-based bonuses are based, in the case of the CEO, on the evaluation of the Compensation Committee, and in the case of members of the SMG other than the CEO, on the recommendation of the CEO and the President, subject to the Committee’s approval.

No special merit bonuses were paid to members of the SMG for their performances in 2014.2015.

Long-Term Equity Incentive Compensation

Stock Option and Restricted Stock Programs

The Company believes that the Stock Option and Restricted Stock Programs under the 2002 SIP and the 2014 SIP enable the Company to:

Equity awards are determined based on market data and vary among participants based on their positions and functions within the Company. Option awards vest, restrictions on stock awards lapse, grants are awarded, conditions and terms apply, and pricing is set by the Compensation Committee according to the procedures described on pp. 34-35.

The Aon Hewitt 2015 study indicates that CBIZ’s long-term incentive compensation in the form of stock option or restricted stock grants to the members of the SMG, including the Named Executive Officers, is collectively within the competitive range of long-term incentive compensation between the 50^th and 75^th percentile paid to similarly situated executives within the three comparison groups. Again this year, the

Committee noted that the awards to the CEO were less than the median level compared to levels prevailing in the three groups of comparative companies. The Committee determined that the variations were reasonably close to the median levels of compensation represented in the three comparison groups, and therefore the compensation levels for the SMG satisfied the compensation philosophy, objectives and targets established by the Compensation Committee. The 20142015 awards for the Named Executive Officers are set out in the “Grants of Plan-Based Awards” table on p. 34.

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 (plus an additional $5,500 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 1921 stock and bond investment funds. The 20142015 at-market annual rates of return of the investment choices available to participants ranged from-2.35% -5.04% to 13.62%5.95%, depending on each participant’s fund selections.

Non-qualified 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. 37.

CBIZ 2007 Employee Stock Purchase Plan

At the 2011 Annual Meeting, stockholders 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 President, 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 provided to Named Executive Officers and did so again in 2014.2015. Certain of the Named Executive Officers, as set out in the Summary Compensation Table and the Other Compensation Table, are provided with the use of

Company automobiles, tax preparation assistance, participation in the plans and programs described above, long-term disability plans, life insurance, an excess liability umbrella insurance policy, an executive health program, the use of Company golf club memberships for personal use, and tax gross-up payments. Other perquisites are noted in the Other Compensation table on p. 32.31. The SMG, like all full-time employees of the Company, are provided with a death benefit program that provides for a payment of up to $50,000 in the event of death during employment. This program is provided to all full-time employees at no charge, and the enrollment of the Named Executive Officers in this program has been determined by the Company to have no aggregate incremental cost. When the Named Executive Officers use the Company’s golf club memberships for personal use, they reimburse CBIZ for 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 autos.

The Company payspaid for the cost of a life insurance policy called for in the CEO’sMr. Gerard’s original and subsequent employment agreements, as well as a tax gross-up payment to cover the “income” incurred by the CEOMr. Gerard 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 theMr. Gerard’s services of theas CEO. The Committee also recognizes that provision of the life insurance policy, including the tax gross-up payment, is a more cost-effective method of securing a comparable benefit for the CEO than through other methods such as a SEP or other more costly forms of pension benefits. In addition, the CEO,Mr. Gerard, whose principal residence isprior to retirement was outside of Ohio, iswas provided with standard business class hotel accommodations, common carrier (public, not private) airfare, car transportation, and other travel-related services, a portion of which, plus tax gross-up payments, arewere attributed to the CEOhim as income.income in his capacity as CEO. The Committee believes that these benefits arewere appropriate and necessary to retain the CEO’sMr. Gerard’s services areas CEO, were a preferable means to facilitate the CEO’shis day-to-day participation in events at corporate headquarters without burdening the CEOhim with undue personal expense, and arewere a preferable alternative to relocating the Company headquarters to a less cost-effective location outside of the Cleveland area.

Attributed costs of the personal benefits described above for the Named Executive Officers for the fiscal year ended December 31, 2014,2015, are included in column (i) of the “Summary Compensation Table” on p. 31.30. 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 pp. 33-34.32-33. 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. 3332 and “Potential Payments upon Termination or Change in Control” on p. 37.

Consideration of 20142015 Say-on-Pay Vote, Institutional Investor Opinion, and Institutional Advisory Firm

Comments

In order to remain apprised of stockholder reaction to the compensation of the Company’s Named Executive Officers, the Company recommended, and the Stockholders concurred, that an annual stockholder 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’ votes on the say-on-pay issue presented at the Company’s 20142015 Annual Meeting. While the Committee noted that a significant majority of Stockholders approved the compensation of the Company’s Named Executive Officers, it also was mindful of

Stockholders with different views. The Committee also noted that the Company again continued its intense efforts throughout 20142015 to engage with all major institutional investors to ensure, in part, that its policies and actions are compatible with the views of the investors. The Compensation Committee was provided with and considered the substance of these investor discussions in arriving at the compensation of the Named Executive Officers.

The Committee also noted that the Company’s 20142015 say-on-pay proposal received support from Glass Lewis & Co. and Institutional Shareholder Services Inc. (ISS), two leading independent governance analysis and proxy voting advisors to institutional investors. The Compensation Committee determined that the presence of the tax gross-up payments in the CEO’s total compensation package was the most reasonable and cost effective method for the Company to provide the life insurance, travel and housing benefits required by the CEO’sMr. Gerard’s contract. Any other means of providing this benefit would have been much more expensive for the Company on a GAAP P&L basis as well as on a cash basis, and therefore significantly more adverse to investor interests.

In 20142015 and 2015,2016, the Committee used compensation modeling provided by ISS Corporate Services to assess the suitability of the CEO’s compensation package and believes that the results of modeling using the compensation numbers contained in this Proxy Statement indicated that the CEO’s compensation package presented a “Low” level of concern in all three categories (Relative Degree of Alignment, Multiple of Median, and Pay-TSR Alignment) assessed by ISS Corporate Services quantitative analysis tools.

Comparison of Compensation to Targets

The Committee examined the new compensation metrics made available to it from its compensation consultant Aon Hewitt in 2015 and the ancillary data sources, again 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 available at the companies reviewed by Aon Hewitt. 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 2014,2015, consistent with the views and interests of the Company’s institutional investors, and generally in agreement with the range of target levels suggested by the data compiled by Aon Hewitt and available from 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 of total compensation paid to similarly situated executives of the companies comprising the Survey Peer Group, Proxy Peer Group, and Supplemental Proxy Peer Group. Variations to this objective in general, and in evaluating compensation targets for individual members of the SMG, including the Named Executive Officers, 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. The Committee found that the aggregate compensation of the Named Executive Officers was generally consistent with the median targets of the 2015 Aon Hewitt study.

The CEO’s total compensation in 2014,2015, including the grant date fair value of long-term equity grants was $2,766,371,$2,655,529, compared with the 2015 Aon Hewitt study’s 50th percentile total compensation targets of $2,749,035 for the Survey Peer Group, $2,937,239 for the Proxy Peer Group, and $2,991,608 for the Supplemental Proxy Peer Group. Therefore, the CEO’s total compensation is indicated to be at or under the low end of the range of median target values for comparable positions. The Committee determined that the payment of CEO compensation was up to 7.5%11.2%lower than the data provided by Aon Hewitt. This data was confirmed by compensation modeling provided by ISS Corporate Services, which indicated that the CEO’s total compensation package was only 99%approximately 82% of the median indicated by ISS data.

The Committee also determined that the inclusion of the tax gross-up amount present in the CEO’s total compensation was not material for a number of reasons. First, the amount of the gross-up payment was 5.9%14.2% of the total compensation paid to the CEO, and therefore did not by itself constitute a material amount of total compensation when compared to the whole. Second, the largest portion of the tax gross-up payment once again relates to a Company commitment to provide the CEO with the life insurance policy called for under the CEO’s original and amended employment agreements, as well as to contractually required housing and travel benefits. The nature of the policy selected by the Company to comply with this obligation presents the lowest cost means of providing the required insurance benefit. The policy was selected as the lowest cost alternative to other means of providing the contractually obligated insurance, and the Committee specifically chose this method instead of a SEP or other forms of costly pension benefit plans. Other methods of providing the required level of coverage would have resulted in the Company incurring considerably higher costs. The gross-up payments related to non-private common-carrier travel and Cleveland-area Embassy Suites hotel housing expenses were the most cost-effective means of delivering these benefits. Third, the total amount of the compensation paid to the CEO presented a low concern according to certain standards issued by ISS Corporate Services, which compared CEO compensation to ISS’s own selected group of peer CEOs. According to ISS analysis, the CEO was paid less than the median for CEOs considered comparable under ISS’s Pay-For-Performance standards, even when the tax gross-up payment is included. Therefore, even including the tax gross-up payment, the total amount of compensation paid to the CEO is considered a “low concern” under ISS’s Pay-For-Performance standards (Relative Degree of Alignment, Multiple of Median, and Pay to Total Shareholder Return). The Committee is aware that ISS is not in favor of any tax gross-up payment that is not de minimis. However, since the amount of the tax gross-up payment was itself only 5.9%14.2% of total CEO compensation, it constituted only a small fraction of a pay package that is, in total, a “low level of concern”. Therefore the Committee believes that the tax gross-up payment itself is fairly characterized as being of “low level of concern” as well.

The President’s total compensation of $1,780,866,$1,664,792, including the grant date fair value of equity grants, fell above the range indicated by the 2015 Aon Hewitt study’s 50th percentile total compensation targets of $1,058,163 for the Survey Peer Group, $1,564,335 for the Proxy Peer Group, and $1,448,419 for the Supplemental Proxy Peer Group. The CFO’s total compensation of $1,178,603,$1,192,352, including the grant date fair value of equity grants, was fairly aligned with the 2015 Aon Hewitt study’s 50th percentile total compensation targets of $990,651 for the Survey Peer Group, $1,313,696 for the Proxy Peer Group, and $1,284,272 for the Supplemental Proxy Peer Group. The Committee determined that to the extent the compensation packages for the President and the CFO exceeded or could be considered to exceed median target ranges expressed in the 2015 Aon Hewitt study, they were justified as a retention mechanism and reflected the Committee’s assessment of the relative responsibility of these officers in contributing to the gains of the Company in 2014.2015. In addition, the Committee determined that the President’s compensation package was appropriate given the intentionplan of the Company announced on October 29, 2014, to appoint Mr. Grisko as CEO following the release of financial results for fiscal year 2015 andon March 9, 2016 upon the retirement of Chairman Steven Gerard from the CEO position, and Mr. Grisko’s attendant increasing levels of responsibility within the Company during the interim period. The Committee concluded that the compensation for both the President and the CFO were justified and consistent with the philosophy and targets established by the Committee.

The President, Financial Services’ total compensation in 2015, including the grant date fair value of equity grants, was $1,142,613. The 2015 Aon Hewitt study reflected 50th percentile total compensation of a division president as $1,189,182 for the Survey Peer Group. The Committee noted that the compensation package paid

was at the median target value for roughly similar positions according to both the Aon Hewitt data. The Committee also had access to market data available to the Committee through the Company’s acquisition discussions and publicly available competitive intelligence. The Committee is aware of the unique nature of this position compared to such positions at more traditional professional accounting, tax and consulting firms. In light of the data, and the unique nature of this position relative to similar industry positions, the Committee determined that the compensation of the President, Financial Services was consistent with targets based upon the Aon Hewitt and competitive data.

The President, Employee Services’ total compensation was $1,153,736$1,059,466 in 2014,2015, including the grant date fair value of equity grants. The 2015 Aon Hewitt study reflected 50th percentile total compensation of a division president as $1,032,676 for the Survey Peer Group. The Committee noted that it found Aon Hewittagain had access to market data to be in line with other market dataregarding this position available to the Committee through the Company’s acquisition discussions and publicly available competitive intelligence regardingintelligence. The Committee is aware of the compensation packages forunique nature of this position compared to such positions at more traditional insurance and benefits brokering companies. In light of the leadersdata, and the unique nature of comparably sized benefits and insurance brokerages. Given that the division President’s compensation was in close proximitythis position relative to the median range indicated by both the Aon Hewitt and other data,similar industry positions, the Committee concludeddetermined that the President, Employee Services was compensated in a manner that was consistent with the targets set by the Committee.

The President, Financial Services’ total compensation in 2014, including the grant date fair value of equity grants, was $1,030,656. The 2015 Aon Hewitt study reflected 50th percentile total compensation of a division president as $1,032,676 for the Survey Peer Group. The Committee noted that the compensation package paid was at the median target value for comparable positions according to both the Aon Hewitt data as well as the market data available to the Committee through the Company’s acquisition discussions and publicly available competitive intelligence. The Committee therefore determined that the compensation of the President, Financial Services was consistent with targets based upon the Aon Hewitt and competitive data.

Tax and Accounting Implications

Deductibility of Executive Compensation

As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. The Company believes that compensation paid under the qualified incentive plans is generally fully deductible for federal income tax purposes. However, in certain situations, the Committee may approve an executive’s total package consisting of a combination of the available compensation components that will not meet these requirements. The Committee may approve of such a package in order to ensure fair levels of total compensation for its executive officers, or may consider other factors of greater importance than preserving deductibility for a particular form or amount of compensation. In this regard, for fiscal 2014,2015, the amount of base salary and other payments not made in connection with a qualified incentive plan in excess of $1,000,000 for any Named Executive Officer was not deductible for federal income tax purposes. The contracts of the CEO, the President, and the CFO contain provisions requiring the deferral of severance payouts that the Company would be unable to deduct under Section 162(m).

Accounting for Stock Based Compensation

Beginning on January 1, 2006, the Company began accounting for any stock-based awards or payments under its 20022014 SIP and prior stock option plan in accordance with the requirements of FASB ASC Topic 718.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis 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

In 2014,2015, the Compensation Committee 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 requiring directors to maintain stock valued at a multiple of three times the amount of their annual retainer, and requiring the CEO to maintain stock valued at a multiple of five times his base salary. Other SMG members, including the remaining Named Executive Officers, are required to maintain between two and three multiples of base salary.

Summary Compensation Table

Other Compensation

Employment or Other Agreements

On March 9, 2016, Mr. Gerard retired from his role as the Chief Executive Officer of CBIZ. While he remains the Chairman of the Board of CBIZ, he undertakes this role in a non-executive capacity. The following information regarding Mr. Gerard’s employment arrangements accurately describes the arrangements prior to his retirement and throughout 2015.

Mr. Gerard’s original employment agreement was amended by the First Amended and Restated Employment Agreement, executed March 22, 2007. ItThe amendment extended the term of the original employment agreement to be ongoing and continued the terms of Mr. Gerard’s original October 11, 2000 contract by setting base salary at a minimum of $500,000 per year, with a minimum bonus of $150,000 that was required through 2003, in the absence of any approved performance-based incentive bonus plan such as the EIP. Other terms of the original contract were also continued, including an automobile allowance, participation in CBIZ welfare, pension and incentive plans for two years, maintenance of a $2,000,000 life insurance policy, and reimbursement for certain travel and housing expenses. Consistent with the original contract, if the agreement iswere terminated by CBIZ without cause or by Mr. Gerard for good reason based on a material alteration of his job duties, a reduction in his base compensation, or a material breach of his agreement, Mr. Gerard iswould have been entitled to (1) his base salary and vacation pay through the date of termination, (2) a cash payment equal to two times the sum of his then current base salary and average bonus paid in the three year period preceding the year of termination, (3) maintenance of health and life insurance coverage for two years, and (4) other amounts due through the date of termination. If the agreement iswere terminated by CBIZ or by Mr. Gerard for good reason related to a change in control of CBIZ, Mr. Gerard iswould have been entitled to (1) his base salary and vacation pay through the date of termination, (2) a cash payment equal to 2.99 times the sum of his then current base salary and average bonus paid in the three year period preceding the year of termination, (3) maintenance of health and life insurance coverage, and (4) other amounts due through the date of termination. If the agreement iswere terminated by CBIZ with cause or by Mr. Gerard without good reason, as defined by the contract, Mr. Gerard iswould have been entitled to (1) his base salary and vacation pay through the date of termination, and (2) other amounts due through the date of termination. The contract also containscontained provisions designed to address certain issues related to Code Sections 162(m) and 409A. The contract containscontained restrictive covenants that obligateobligated Mr. Gerard to (1) maintain CBIZ’s confidential information, (2) return Company information or other personal and intellectual property, and (3) avoid disparagement of the Company.

Following his retirement in 2016, Mr. Gerard’s compensation as non-executive Chairman of the Board consists of a Chairman’s fee of $75,000 annually, the standard non-employee director retainer fee of $60,000 per year, the standard meeting fee of $1,500 per meeting, and entitlement to the same annual equity grant as that received by all non-employee directors. The Company also has entered into a three-year, $25,000 per year consulting contract with Mr. Gerard pursuant to which he is obligated to assist the Company’s Chief Executive Officer in matters related to special projects in which Mr. Gerard’s assistance is requested by the Chief Executive Officer unrelated to Mr. Gerard’s role as a member of the Company’s Board. Upon retirement in 2016, Mr. Gerard received payment of the pro rata portion of his base salary through the date of retirement, payment on his behalf of premiums for life insurance coverage for a two-year period, and is entitled to a tax gross-up reimbursement related to the payment of life insurance premiums. Mr. Gerard did not receive, and is not entitled to, any other payments from CBIZ upon retirement.

Throughout 2015, in his capacity as President and Chief Operating Officer, Mr. Grisko’s employment terms were established by his Amended Severance Protection Agreement, executed December 31, 2008,2008. This agreement maintains most of the same employment terms as thehis original Severance Protection Agreement, dated February 1, 2000, but contains amendments designed to address certain issues related to Code Sections 162(m) and 409A. The Amended Agreement continues to entitle him to receipt of an automobile, and participation in CBIZ welfare, pension and incentive benefit plans. In addition, the contract provides for the payment of severance upon termination without cause (including termination resulting from a change in control), or upon a request by the Chairman of the Board that Mr. Grisko resign. Severance would include (1) a cash payment equal

to two times the sum of his current year base pay plus the average of his bonus payments for the prior three years, (2) continued participation for two years in CBIZ health and welfare benefit plans, (3) immediate vesting of, and ability to exercise, any unvested but previously granted stock options, (4) receipt of title to any company vehicle then in use by Mr. Grisko, and (5) payment of club membership dues to a private club of his choosing. Mr. Grisko has voluntarily declined to accept club membership dues at this time. The contract contains restrictive covenants that obligate Mr. Grisko to (1) maintain CBIZ’s confidential information, (2) return Company information or other personal and intellectual property, (3) abide by a two-year employee, customer, and supplier nonsolicitation and noninterference term, and (4) avoid disparagement of the Company.

Following his appointment as CEO on March 9, 2016, the Compensation Committee of the Board determined that Mr. Grisko will continue to receive compensation consistent with Executive Compensation Components identified in this Proxy Statement. Mr. Grisko’s base pay has been set at $642,000 and he will receive Non-Equity Incentive Plan compensation to be calculated in accordance with the CBIZ Annual Executive Incentive Plan. It is anticipated that in 2016 he will receive an option grant and a restricted stock grant commensurate with the grants awarded to Mr. Gerard in 2015. Otherwise, the terms of his employment currently remain the same as those described in the preceding paragraph.

Mr. Grove’s employment agreement, executed December 12, 2000, and amended November 22, 2010, provides for payment of a base salary, continuing discretionary bonuses, an automobile allowance, and participation in CBIZ welfare, pension and incentive benefit plans. In addition, the contract provides for the payment of severance upon termination without cause, or upon voluntary termination due to a change in control. Severance would include (1) a cash payment equal to two times the sum of his current year base pay plus the average of his bonus payments for the prior three years, payable over a twenty-four month period, and (2) continued participation for two years in CBIZ health and welfare benefit plans, and (3) immediate vesting of, and ability to exercise, any unvested but previously granted stock options. The contract also contains provisions designed to address certain issues related to Code Sections 162(m) and 409A. The contract contains restrictive covenants that obligate Mr. Grove to (1) maintain CBIZ’s confidential information, (2) return Company

information or other personal and intellectual property, (3) abide by a one-year non-compete, and one-year employee, customer, and supplier nonsolicitation and noninterference term, and (4) avoid disparagement of the Company.

Mr. O’Byrne was originally employed under an executive employment agreement attendant to the sale of his business to CBIZ. This agreement has expired, with the exception of certain restrictive covenants contained therein. Under the CBIZ Executive Severance Policy,Spurio and Mr. O’Byrne is entitled to six months base pay if he is terminated other than for cause, or twelve months base pay if he is terminated in the event of a change in control. Mr. Spurio isKouzelos are entitled to participate in the compensation programs available to the SMG, and isare subject to the restrictive covenants of histheir Confidentiality and Non-solicitation Agreement.Agreements. Under the CBIZ Executive Severance Policy, Mr. Spurio isand Mr. Kouzelos are entitled to six months base pay if he isthey are terminated other than for cause, or twelve months base pay if he isthey are terminated in the event of a change in control.

20142015 Grants of Plan-Based Awards