Gina France
About Gina France
Gina D. France (age 66) is an independent director at CBIZ, Inc., serving since February 2015. She is founder, President & CEO of France Strategic Partners, LLC (since 2003), with 40+ years of experience in strategy, investment banking, and corporate finance; prior roles include Managing Director at Ernst & Young and Senior Vice President in investment banking at Lehman Brothers. She is designated an “audit committee financial expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| France Strategic Partners, LLC | Founder, President & CEO | Since 2003 | Strategy and transaction advisory leadership |
| Ernst & Young, LLP | Managing Director; led Center for Strategic Transactions | Not disclosed | Strategic transactions oversight |
| Lehman Brothers, Inc. | Senior Vice President, Investment Banking | Not disclosed | Corporate finance and M&A execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BNY Mellon Family of Funds | Director | Since 2019 | Ongoing board service |
| Huntington Bancshares, Inc. (Nasdaq: HBAN) | Director | Since 2016; retiring in 2025 | Banking oversight experience |
| Cedar Fair, LP (now Six Flags) (NYSE: FUN) | Director (prior) | Not disclosed | Prior public company board |
| FirstMerit Corporation | Director (prior) | Not disclosed | Prior regional bank board |
| Dawn Food Products, Inc.; Mack Industries | Director (prior) | Not disclosed | Prior private company boards |
Board Governance
- Independence: The Board affirmatively determined France is independent under NYSE/SEC standards.
- Committees: Audit Committee member; Nominating & Governance Committee member.
- Committee expertise: Identified by CBIZ and SEC definitions as an “audit committee financial expert.”
- Attendance and engagement: Board held 4 regular and 5 special meetings in FY2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting. Independent directors met four times in executive session (chaired by the independent Board Chair).
- Board leadership: Independent, non-executive Chair (Rick L. Burdick); lead director role eliminated following elevation to Chair.
- Risk oversight: Active ERM oversight with periodic updates and committee-level risk review; Board/committees engaged throughout 2024–2025.
Fixed Compensation
| Component (Non-Employee Director 2024) | Amount/Terms | Gina France — 2024 |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Committee chair fees | Audit Chair: $25,000; Comp Chair: $20,000; N&G Chair: $10,000 | Not a chair (no chair fee) |
| Meeting fees | None | None |
| All other compensation | Executive excess liability insurance premium | $2,704 |
| Total cash + other | Sum of above | $77,704 |
| Equity grant (annual) | ~ $150,000 restricted shares | $150,073 grant-date fair value |
| Total director compensation | Cash + stock awards + other | $227,777 |
- Equity grant form: Restricted shares; restrictions lapse on half of shares on each of first and second anniversaries of grant; granted at or shortly after the first regular Compensation Committee meeting annually.
- Deferred compensation: Directors may defer retainers into the Non-Employee Director Deferred Compensation Plan (no company match; same investment menu as employee plan).
Performance Compensation
| Equity Instrument | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (2024 grant to each non-employee director) | 1,949 shares (grant-date fair value ~$150,073) | 50% vests on first anniversary; 50% on second anniversary | None (time-based) |
CBIZ does not use performance-based equity (PSUs/options) for non-employee directors; equity is time-based restricted stock.
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| BNY Mellon Family of Funds | Director (France) | Interlock: Benaree Pratt Wiley also serves on BNY Mellon Family of Funds boards. |
| Huntington Bancshares, Inc. | Director (France) | Retiring in 2025; no CBIZ-related transaction disclosure. |
| Prior boards (Cedar Fair LP, FirstMerit, Dawn Food Products, Mack Industries) | Director | Historical roles; no current CBIZ transaction link disclosed. |
Expertise & Qualifications
- Finance and M&A: 40+ years in strategy, investment banking, corporate finance; senior roles at Ernst & Young and Lehman Brothers.
- Governance/oversight: Audit committee financial expert designation; experience across public company boards and funds governance.
- Strategic advisory: Founder/CEO of France Strategic Partners, advising on strategy and transactions.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 67,674 shares (incl. restricted stock) | As of March 17, 2025. |
| Ownership as % of shares outstanding | <1% | CBIZ had 54,058,221 shares outstanding; table denotes “<1%.” |
| Unvested restricted stock (director awards) | 3,460 shares (aggregate unvested as of 12/31/2024) | From 2023–2024 grants (and schedule), subject to standard vesting. |
| Pledging/hedging | None — policy prohibits pledging/hedging; none of listed directors/officers have pledged shares | Compliance affirmed. |
| Stock ownership guidelines | Directors recommended to hold stock valued at 3× annual retainer; all directors/NEOs in compliance | Alignment policy and compliance noted. |
Governance Assessment
- Committee assignments align with expertise: France serves on Audit and Nominating & Governance committees and is recognized as an audit committee financial expert, supporting board effectiveness in financial oversight and director nominations/succession.
- Independence and engagement: Independent status affirmed; at least 75% meeting attendance and annual meeting participation; independent directors held four executive sessions.
- Compensation alignment: Mix is balanced—fixed cash retainer plus meaningful equity via time-based restricted stock; no meeting fees or performance-linked director equity; equity vesting promotes retention and alignment.
- Ownership alignment: Holds 67,674 shares (<1% of outstanding), adheres to 3× retainer guideline; no pledging/hedging—supportive of investor alignment.
- Interlocks: Shared service with Benaree Pratt Wiley on BNY Mellon Family of Funds suggests board network connectivity; no related-party transactions tied to France disclosed by CBIZ.
- RED FLAGS: None disclosed regarding related-party transactions, low attendance, pledging/hedging, or director-specific pay anomalies for France.
Additional governance context: CBIZ maintains a compensation recoupment (clawback) policy for executive officers (August 9, 2023), an ERM program with annual refresh, and prohibits pledging/hedging by officers/directors. While not director-specific to France, these frameworks bolster overall governance quality.