Haag Sherman
About A. Haag Sherman
A. Haag Sherman (age 59) has served as an independent director of CBIZ, Inc. since August 2020, with his current term expiring at the 2027 Annual Meeting . He is both an attorney and a certified public accountant, and is designated an “audit committee financial expert” by the Board, reflecting deep finance and governance credentials . Sherman’s background spans investment management, banking, corporate law, and public company directorships, supporting strong oversight at CBIZ . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Price Waterhouse | Auditor (CPA) | 1988–1989 | Foundational accounting/audit experience |
| Akin Gump Strauss Hauer & Feld LLP | Corporate lawyer | 1992–1996 | Corporate law, regulatory experience |
| The Redstone Companies | Executive officer & partner | 1998–2002 | Managed private equity portfolio |
| Salient Partners, LP | Co‑founder; CEO & CIO | 2002–Oct 2011 | Founded and led investment firm |
| PlainsCapital Corporation | Director | Sep 2009–Nov 2012 | Banking governance prior to Hilltop acquisition |
| University of Texas School of Law | Adjunct professor of law | Not specified | Academic oversight/teaching |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tectonic Financial, Inc. (Nasdaq: TECTP) | CEO and Director | Since Feb 2015 | Banking/financial holding company leadership |
| Hilltop Holdings, Inc. (NYSE: HTH) | Director | Since Nov 2012 | Post-acquisition of PlainsCapital; public bank governance |
| Miller Center at the University of Virginia | Governing Council | Not specified | Public policy/governance advisory |
| Episcopal Health Foundation | Trustee | Not specified | Nonprofit governance; health sector |
| Episcopal Diocese of Texas | Investment Committee member | Not specified | Fiduciary oversight of investments |
| Episcopal High School | Executive Committee | Not specified | Education nonprofit governance |
Board Governance
- Committee assignments: Audit Committee member; the committee met nine times in 2024. Sherman is designated an audit committee financial expert; chair is Richard T. Marabito .
- Independence and structure: Board determined Sherman is independent under NYSE and SEC rules; CBIZ has an independent non‑executive Chair (Rick L. Burdick) who leads executive sessions of independent directors .
- Attendance and engagement: The Board held 4 regular and 5 special meetings in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting. Independent directors met in executive session four times .
- Tenure: Director since 2020; term expires at the 2027 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $75,000 |
| Committee chair fees | — (not a chair) |
| Meeting fees | None (policy) |
| All Other Compensation (Excess Liability insurance premium) | $2,704 |
CBIZ directors may defer cash retainers into the Non‑Employee Director Deferred Compensation Plan; there is no Company match .
Performance Compensation
| Equity Award | Grant details | Vesting | 2024 Grant Value |
|---|---|---|---|
| Restricted Stock (annual) | 1,949 shares awarded to each non‑employee director in 2024 | Restrictions lapse 50% on each of first and second anniversaries of grant | $150,073 (grant‑date fair value) |
| Stock Options (initial director grant) | 50,000 options (initial non‑employee director grant under 2019 OIP) | Vested option awards held as of 12/31/2024 | Strike/exercise terms not disclosed; presence confirmed |
Performance metrics: Director equity awards are time‑based (no performance conditions); CBIZ does not use performance metrics for director compensation. Restrictions lapse by time schedule per policy .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Tectonic Financial, Inc. | Nasdaq: TECTP | CEO & Director | Banking/financial holding company role; no CBIZ related‑party transaction disclosed |
| Hilltop Holdings, Inc. | NYSE: HTH | Director | Public bank oversight; no compensation committee interlocks at CBIZ |
- Compensation Committee interlocks: CBIZ discloses no interlocking relationships for the Compensation and Human Capital Committee; Sherman is not on that committee .
- Related‑party transactions: The proxy lists certain related‑party dealings (e.g., DeGroote’s companies’ insurance commissions); no Sherman‑related transactions are disclosed .
Expertise & Qualifications
- CPA and attorney; prior auditor at Price Waterhouse and corporate lawyer at Akin Gump .
- Extensive leadership in investment management (Salient Partners co‑founder, CEO/CIO) and banking (CEO/Director at Tectonic; Director at Hilltop) .
- Audit Committee financial expert designation; strong finance and governance skill set for risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 61,713 (includes 11,713 common shares incl. restricted; plus 50,000 options) |
| Ownership as % of shares outstanding | <1% (“*” per proxy table) |
| Vested vs unvested (as of 12/31/2024) | Vested options: 50,000; Unvested restricted stock awards: 3,460 shares |
| Pledging/Hedging | Prohibited by policy; none of listed directors/officers have pledged shares |
| Stock ownership guidelines | Directors recommended to maintain stock valued at 3× annual retainer; all Directors in compliance |
Governance Assessment
- Board effectiveness: Sherman’s audit committee role and “financial expert” status strengthen CBIZ’s financial reporting oversight and ERM discussions; the Audit Committee met nine times in 2024, indicating active engagement .
- Independence and attendance: Independence affirmed; attendance at least 75% across Board/committees with participation in annual meeting supports reliability of oversight .
- Alignment: Compensation is balanced between cash retainer and time‑vested equity, with no meeting fees and optional deferral; director ownership guidelines and anti‑pledging/hedging policy bolster alignment with shareholders .
- Conflicts and related parties: No transactions involving Sherman disclosed; compensation committee interlocks absent. External banking roles (Tectonic, Hilltop) present potential informational interlocks but no related‑party exposure is reported by CBIZ .
- RED FLAGS: Legacy director option grant (50,000 options) remains outstanding; while permitted under the 2019 OIP, options for directors are less common versus RSUs and can amplify equity sensitivity. CBIZ prohibits option repricing under the plan, mitigating repricing risk . No hedging/pledging, no attendance issues, and no Sherman‑specific related‑party transactions are disclosed .