Kathy Raffa
About Kathy A. Raffa
Kathy A. Raffa, age 66, was appointed as an independent director of CBIZ in February 2025 and was nominated to stand for election to a term expiring at the 2028 Annual Meeting, rebalancing board classes contingent on her election. She is a Certified Public Accountant licensed in DC and Maryland, with prior roles spanning president of Raffa, PC, office managing partner for Marcum’s D.C. region, and an early career decade in Coopers & Lybrand’s audit practice specializing in nonprofit and higher education. She currently serves on the boards of Eagle Bancorp, Inc. (Nasdaq: EGBN) (retiring in 2025) and EagleBank, where she chairs the Audit Committee. The Board affirmed her independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raffa, PC (Top 100 accounting firm) | President | Until merger with Marcum in 2018 | Led a top 100 accounting firm based in Washington, D.C. |
| Marcum LLP | Office Managing Partner, D.C. region | Until retirement in Oct 2023 | Nominated to CBIZ Board pursuant to Marcum’s nomination right connected to CBIZ’s acquisition; Board approval required. |
| Coopers & Lybrand (now PwC) | Audit practice specialist (nonprofit & higher education) | First 10 years of career | Audit specialization in nonprofit and higher education sectors. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Bancorp, Inc. (Nasdaq: EGBN) | Director | Current; retiring in 2025 | — |
| EagleBank | Director | Current | Chair of the Audit Committee. |
| Trinity Washington University | Board member (prior) | Prior service | Chair of Finance Committee and Audit Committee. |
Board Governance
- Independence: The Board and Nominating & Governance Committee affirm Raffa as independent under NYSE standards; all members of Audit, Compensation & Human Capital, and Nominating & Governance committees meet independence requirements.
- Board class/term: Nominated to serve until 2028; will resign the 2027 class seat contingent on election to the 2028 class.
- Committee assignments: Raffa is not listed among current members of the Audit (Marabito, France, Sherman, Slotkin), Compensation & Human Capital (Burdick, Slotkin, Wiley, Young), or Nominating & Governance (Wiley, Burdick, DeGroote, France) committees in the 2025 proxy.
- Attendance and engagement: In 2024, the Board held 4 regular and 5 special meetings; each then‑serving director attended at least 75% of aggregate Board/committee meetings; independent directors met four times in executive session chaired by the independent, non‑executive Chair (Rick L. Burdick).
Shareholder Voting Signal (May 15, 2025)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Kathy A. Raffa | 44,171,418 | 158,054 | 9,769 | 2,587,814 |
| Rick L. Burdick | 36,587,023 | 7,733,041 | 19,177 | 2,587,814 |
| Jerome P. Grisko, Jr. | 43,906,114 | 427,325 | 5,802 | 2,587,814 |
- Say-on-pay 2025: Approved strongly (For 43,133,364; Against 1,126,022; Abstain 79,855; Broker non‑votes 2,587,814).
Fixed Compensation (CBIZ Non‑Employee Director Program – FY2024 baseline)
| Component | Amount/Terms |
|---|---|
| Annual retainer (cash or deferred) | $75,000. |
| Committee chair fees | Audit Chair: $25,000; Compensation & Human Capital Chair: $20,000; Nominating & Governance Chair: $10,000. |
| Non‑Executive Chair of the Board fee | $100,000. |
| Meeting fees | None. |
| Annual equity grant (restricted shares) | ~$150,000 grant‑date value; 1,949 restricted shares in 2024 to each non‑employee director; vests 50% on each of the first and second anniversaries of grant. |
| Deferred compensation plan | Directors may defer retainers; no Company match; 2024 investment options returned 1.03%–35.97% depending on selections. |
| All other compensation | Executive Group Personal Excess Liability Insurance premiums (~$2,704 per director in 2024 for $10M coverage). |
Note: Raffa joined in Feb 2025; her specific 2025 director compensation was not itemized in the 2025 proxy. The above reflects the standard CBIZ non‑employee director program terms.
Performance Compensation (Directors)
| Item | Details |
|---|---|
| Performance metrics tied to director pay | None; non‑employee director equity grants are time‑based restricted stock (no TSR/financial metrics). |
| Options for directors | Not part of annual 2024 director compensation; certain initial non‑employee director grants historically included stock options (e.g., 50,000 options for specific directors under 2019 OIP). |
| Hedging/pledging policy | CBIZ prohibits pledging/hedging by officers and directors; stock retention guideline for directors is 3x annual retainer. |
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Shares Pledged | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|---|
| Kathy A. Raffa | 0 | * (less than 1%) | None (company states none of listed directors/officers have pledged shares) | Directors recommended to maintain stock valued at 3x annual retainer; variances permitted for new appointees with accumulation after appointment | Company states all Directors and NEOs are in compliance as of March 17, 2025 |
| Citations |
Total shares outstanding on March 17, 2025: 54,058,221.
Other Directorships & Interlocks
- Marcum nomination right: In connection with CBIZ’s acquisition of Marcum’s non‑attest assets, Marcum had the right to nominate a director for CBIZ’s Board; Raffa was nominated pursuant to this right, subject to Nominating & Governance Committee recommendation and Board approval.
- External board service: Eagle Bancorp, Inc. (retiring in 2025) and EagleBank Audit Committee Chair; prior nonprofit boards including Trinity Washington University (chaired Finance and Audit).
Expertise & Qualifications
- CPA (DC and Maryland), extensive audit/accounting experience; led and operated professional services firms; public company board experience; nonprofit governance experience.
- Board and committee governance exposure, including audit chair experience at EagleBank.
Governance Assessment
-
Positives
- Independence affirmed; Board committees meet NYSE/SEC independence standards.
- Strong shareholder support for election (44.17M for; only 0.16M against).
- Deep audit/accounting expertise and CPA credentials; relevant for Audit oversight and financial reporting quality.
- Anti‑hedging/anti‑pledging policy and stock retention guideline support alignment; presence of executive sessions and independent Chair enhances oversight.
-
RED FLAGS / Watch items
- Related‑party nomination vector: Raffa was nominated via Marcum’s nomination right tied to CBIZ’s acquisition; while independence is affirmed, the nomination source may prompt scrutiny around potential perceived conflicts or information flow.
- Ownership alignment: 0 shares as of March 17, 2025, appears below the 3x‑retainer guideline; company notes all Directors comply and policy allows variances for new appointees to accumulate shares post‑appointment—investors may monitor pace of accumulation.
- Committee engagement: Not listed on any CBIZ standing committee in the 2025 proxy, which may limit near‑term influence on audit/compensation/governance matters; reassignment could mitigate this.
-
Additional governance context
- Audit Committee oversight and Audit Committee financial expert designation for members (not including Raffa) are robust; KPMG LLP selected as auditor since 1996; 2024 audit fees $4.04M; acquisition due diligence fees $2.05M; pre‑approval and independence processes described.
- Compensation governance: Committee engages Meridian as independent consultant; no conflicts reported; Dodd‑Frank‑aligned recoupment policy adopted Aug 9, 2023.
Overall: Raffa brings strong audit/accounting credentials and external audit chair experience, with very high shareholder support at election. Investors should monitor equity accumulation relative to guidelines and any committee assignments, and remain attentive to potential perceived conflicts stemming from the Marcum‑related nomination pathway.