Benaree Wiley
About Benaree Pratt Wiley
Benaree Pratt Wiley, age 78, has served as an independent director of CBIZ since May 2008; her current term expires at the 2026 annual meeting. She is Principal of The Wiley Group (since 2005) focusing on personnel strategy and leadership development, and previously was President & CEO of The Partnership, Inc. for 15 years through 2005. She holds the NACD CERT Certificate in Cybersecurity Oversight and is recognized for advancing leadership diversity; she has chaired audit and nominating committees on boards where she served. At CBIZ, she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wiley Group | Principal | Since 2005 | Personnel strategy, talent management, leadership development for global insurance and consulting firms |
| The Partnership, Inc. | President & CEO | 15 years (ended 2005) | Advanced leadership diversity; helped >1,300 African Americans integrate into the corporate community; subject of an HBS case study on transformational non-profit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BNY Mellon Family of Funds | Director | Not disclosed | Investment company board service |
| Efficacy Institute | Board/Civic Role | Not disclosed | Civic leadership |
| Howard University | Board/Civic Role | Not disclosed | Civic leadership |
| Dress for Success Boston | Board/Civic Role | Not disclosed | Civic leadership |
| Partners Continuing Care | Board/Civic Role | Not disclosed | Civic leadership |
| Black Economic Alliance | Board/Civic Role | Not disclosed | Civic leadership |
| Spaulding Hospital | Board/Civic Role | Not disclosed | Civic leadership |
Board Governance
- Committee assignments and chair roles
- Chair: Nominating & Governance Committee (4 regular, 1 special meeting in 2024)
- Member: Compensation & Human Capital Committee (4 regular meetings in 2024)
- Independence: Determined independent under NYSE standards; committees comprised solely of independent directors
- Attendance and engagement
- Board/Committee attendance: Each then-serving director attended at least 75% of aggregate meetings in 2024
- Independent director executive sessions: 4 in 2024 (chaired by CBIZ’s independent Board Chair)
- Named proxy holder for the 2025 meeting, evidencing engagement (with Director Gina France)
- Board leadership: Independent, non-executive Chair (Rick L. Burdick); CEO and Chair roles separated
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $75,000 |
| Committee chair fee (Nominating & Governance) | $10,000 |
| Meeting fees | $0 (no meeting fees) |
| Insurance/other (excess liability premium) | $2,704 |
| Total cash (fees earned) | $85,000 |
Notes:
- She may defer fees into the Non-Employee Director Deferred Compensation Plan; she elected to contribute her fees in 2024. No Company match; same investment lineup as employee deferred comp plan.
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Annual restricted stock grant | 2024 | 1,949 shares | $150,073 | Time-based: restrictions lapse 50% after year 1 and 50% after year 2 | None (time-based RS) |
- Unvested director equity as of 12/31/2024: 3,460 restricted shares (aggregate unvested)
Other Directorships & Interlocks
| Type | Company/Entity | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Investment company | BNY Mellon Family of Funds | Director | Not disclosed | Not a CBIZ compensation committee interlock |
| Public company interlocks | — | — | — | No compensation committee interlocks disclosed for CBIZ |
Expertise & Qualifications
- Human capital, talent management, leadership development; Principal of The Wiley Group
- Diversity and inclusion leadership; led The Partnership, Inc. (15 years), impact documented by HBS case study
- Governance and committee leadership: has served as chair/member of audit and nominating committees on other boards
- Cyber oversight credential: NACD CERT in Cybersecurity Oversight
- Independence: Board and all key committees determined independent
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 45,219 shares (includes restricted shares; 41,759 held in a fixed irrevocable trust) |
| Percent of class | <1% (“*” per proxy table) |
| Unvested RS (12/31/2024) | 3,460 shares |
| Stock options | None disclosed for Wiley (contrast: some other directors hold 50,000 initial options) |
| Pledging/Hedging | None; Company prohibits pledging/hedging; directors/officers had no pledged shares |
| Ownership guidelines | Directors recommended to maintain stock = 3x annual retainer; all directors in compliance |
Governance Assessment
- Positives
- Independent director with leadership role as Chair of Nominating & Governance Committee; member of Compensation & Human Capital Committee .
- Active engagement: designated proxy holder; attends at least 75% of meetings (company-wide standard met) .
- Strong alignment: majority of director compensation in equity (2024: $150,073 equity vs $85,000 cash); unvested restricted stock encourages retention and shareholder alignment .
- Policy alignment: anti-pledging/hedging policy; director ownership guideline (3x retainer) and compliance .
- No related-party transactions or interlocks disclosed for Wiley; Compensation Committee discloses no interlocks .
- Watch items
- Long tenure (director since 2008) and senior age (78) may inform succession/refresh considerations; current term runs through 2026 .
Related-Party Exposure and Conflicts
- No Wiley-specific related-party transactions disclosed. The Board considered relationships in independence determinations and affirmed Wiley’s independence; the only director relationship specifically noted involved another director’s insurance commissions (immaterial) .
- Compensation consultant independence: Meridian engaged by Compensation & Human Capital Committee; Committee determined no conflict of interest .
- Company-wide anti-pledging/anti-hedging policy in place for directors and officers .
Director Compensation Mix (2024)
| Cash vs Equity | Amount |
|---|---|
| Cash (retainer + chair fee) | $85,000 |
| Equity (restricted stock grant) | $150,073 |
Attendance & Committee Activity (2024)
| Body | Meetings | Role/Notes |
|---|---|---|
| Board of Directors | 4 regular, 5 special | Each director ≥75% attendance; all directors attended 2024 annual meeting |
| Independent Directors (executive sessions) | 4 | Chaired by independent Chair |
| Nominating & Governance Committee | 4 regular, 1 special | Wiley is Chair |
| Compensation & Human Capital Committee | 4 regular | Wiley is member |
No director meeting fees are paid; compensation structure emphasizes retainer, chair fees, and two-year vesting restricted stock awards, with optional fee deferrals and no company match in the director deferred compensation plan.
Notes on Say-on-Pay/Investor Engagement Context
- Although focused on executives, the Company reports robust investor engagement (met with holders of ~42% of outstanding shares in 2024) and received ISS support on say‑on‑pay in 2024; governance policies include a Dodd-Frank compliant clawback for executives. These practices can bolster investor confidence in overall governance.
Sources: CBIZ, Inc. 2025 Definitive Proxy Statement (DEF 14A)