Michael Kouzelos
About Michael Kouzelos
President, CBIZ Benefits & Insurance Services, Inc. (B&I). Joined CBIZ in June 1998; appointed President of B&I in May 2015. MBA, The Ohio State University; CPA (inactive); prior experience at KPMG (1990–1996). Year of birth: 1969. Performance levers in his pay program center on Pre-Tax Income and Organic Growth in Revenue (OGIR) for annual cash incentives, and three-year Adjusted EPS (70%) and Total Gross Income Revenue (TGIR, 30%) for PSUs. In 2024, EIP results were Pre-Tax $185.8M (TM=1.0) and OGIR 4.9% (TM=1.0); 2022 PSU cycle (2022–2024) paid at 1.30x of target on Adjusted EPS $2.67/share (TM=1.05) and TGIR $1,704.6M (TM=2.0). The company reports strong multi-year TSR alignment with compensation outcomes.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBIZ | President, Benefits & Insurance Services | 2015–present | Leads B&I segment; accountable for growth and margin across employee benefits and insurance services. |
| CBIZ | COO, Employee/Benefits & Insurance Services | 2007–2015 | Ran B&I operations during growth period; integration and scaling. |
| CBIZ | SVP, Strategic Initiatives | 2005–2015 | Corporate strategy and integration across business units. |
| CBIZ | VP, Strategic Initiatives | 2001–2005 | Led enterprise projects to enhance growth/efficiency. |
| CBIZ | VP, Shared Services | 2000–2001 | Built shared services capabilities. |
| CBIZ | Director, Business Integration | 1998–2000 | M&A integration and systems/process alignment. |
| KPMG LLP | Various roles | 1990–1996 | Audit/assurance foundation; CPA. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AICPA | Member (CPA, inactive) | n/a | Professional credential/membership. |
| Ohio Society of CPAs | Member | n/a | Professional membership. |
Fixed Compensation
Multi-year summary compensation (reported values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 486,658 | 506,123 | 553,571 |
| Stock Awards ($) | 857,242 | 886,494 | 986,293 |
| Non-Equity Incentive Plan Comp ($) | 526,630 | 469,997 | 448,000 |
| All Other Comp ($) | 11,354 | 12,475 | 13,807 |
| Total ($) | 1,881,884 | 1,875,089 | 2,001,671 |
Additional fixed-pay context:
- 2024 base salary approved for EIP purposes: $560,000; 2024 base salary increase of 10.1% approved by the Compensation Committee.
- 2024 perquisites and benefits: Insurance premiums $3,457; Company 401(k) contribution $10,350.
Performance Compensation
2024 Annual Executive Incentive Plan (EIP)
Plan structure: 70% Pre-Tax Income; 30% OGIR; individual performance award (IPA) component included in target. Marcum’s results excluded per plan. Target multipliers (TM) interpolated from grid; for 2024 both TMs were 1.0.
| Item | Detail |
|---|---|
| Base Pay used for 2024 EIP | $560,000 |
| Base Target Award (% of Base Pay) | 64% |
| Base Target Award ($) | $358,400 |
| Individual Performance Award (IPA) ($) | $89,600 |
| Pre-Tax result/TM | $185.8M / TM=1.0 |
| OGIR result/TM | $1,665.1M (4.9% rate) / TM=1.0 |
| 70% Pre-Tax Based Award ($) | $250,880 |
| 30% OGIR Based Award ($) | $107,520 |
| Total EIP Bonus ($) | $448,000 |
| Discretionary adjustments | None for Pre-Tax or OGIR |
EIP metric TM grids disclosed (selected points): Pre-Tax 184.8–192.8 => TM 1.0; OGIR 4.0–6.5% => TM 1.0.
Long-Term Incentives (LTI) – PSUs (2022 grant cycle, performance period 2022–2024)
Metrics: Adjusted EPS (70%) and TGIR (30%); settlement at end of 3 years with interpolation. Committee excluded effects of Marcum for performance assessment.
| Item | Detail |
|---|---|
| Adjusted EPS actual (3-yr) / TM | $2.67 per share / 1.05 |
| TGIR actual (3-yr) / TM | $1,704.6M / 2.0 |
| Weighted payout | 1.30x of target |
| MK 2022 PSU target (#) | 11,244 |
| MK final PSU payout (#) | 14,618 |
| Vesting | After 3-year performance period |
2024 Equity Grants (RSUs and PSUs)
| Grant Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (2024–2026, EPS 70% / TGIR 30%) | 2024-02-08 | 3,732 | 7,464 | 14,928 | 493,147 |
| RSUs (time-vest) | 2024-02-08 | — | 7,464 | — | 493,147 |
Vesting schedules:
- RSUs vest one-third on each of the first three anniversaries of grant (service-based).
- PSUs vest after the 3-year performance period based on results vs. targets.
2024 Stock Vested (supply considerations)
| Item | 2024 |
|---|---|
| Shares acquired on vesting (#) | 44,417 |
| Value realized on vesting ($) | 2,931,761 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael Kouzelos | 362,593 | * | Includes restricted stock units; none pledged; anti-hedging/anti-pledging policy applies. |
| Total shares outstanding | 54,058,221 | — | Record date for table. |
Ownership policy: NEOs (other than CEO) recommended to maintain stock valued at 3x base salary; all NEOs in compliance.
Anti-hedging/pledging: None of the listed directors/officers has pledged shares; policy prohibits hedging/pledging.
Outstanding Equity Awards (12/31/2024 valuation at $81.83)
| Award Type | Grant Year | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| RSUs | 2024 | 7,464 | 610,779 |
| RSUs | 2023 | 6,105 | 499,572 |
| RSUs | 2022 | 3,748 | 306,699 |
| PSUs (max basis) | 2024 (perf. not complete) | 14,928 | 1,221,558 |
| PSUs (max basis) | 2023 (perf. not complete) | 18,316 | 1,498,798 |
| PSUs (actual) | 2022 (perf. completed) | 14,617 | 1,196,109 |
Options: No option exercises reported in 2024; 2023 proxy disclosed option exercises historically (e.g., 72,000 in 2023), but none outstanding listed for MK at 12/31/2024.
Deferred Compensation: MK reported aggregate earnings of $65,367 in 2024; no contributions or withdrawals reported for 2024.
Employment Terms
- Severance: Under CBIZ Executive Severance Policy, MK is entitled to severance equal to one times the sum of then-current year base salary plus the average of prior three years’ EIP and bonus if terminated by the company other than for cause, or if he resigns for good reason following a change in control (double trigger).
- Estimated severance (as of 12/31/2024): $1,083,264 before or after change in control (utilizing policy definition and assumptions in proxy).
- Equity acceleration on termination/CIC (as of 12/31/2024): RSU acceleration $1,417,050; PSU acceleration $2,280,275 under scenarios described (see proxy table).
- Restrictive covenants: Subject to confidentiality and non-solicitation agreements.
- Benefits: Participation in standard disability and group life programs; long-term disability up to 60% of pay, max $10,000/month via carrier.
Compensation Structure Analysis
- Mix and leverage: Target annual bonus set at 64% of base; EIP based 70% on Pre-Tax Income and 30% on OGIR; LTI uses three-year Adjusted EPS (70%) and TGIR (30%), aligning incentives to profitability and organic growth.
- 2024 outcomes: EIP paid at target mechanics (both TMs=1.0) for MK, reflecting solid but not outsized Pre-Tax and OGIR performance.
- LTI performance: 2022 PSU cohort paid 1.30x, driven by strong TGIR and solid Adjusted EPS over 2022–2024.
- Peer benchmarking: Committee determined MK’s 2024 total compensation ($2,001,671) was within the median range for the division president role relative to Meridian’s Company Peer Group.
- Repricing/Modifications: Equity plan prohibits option repricing or lowering exercise prices.
Say‑on‑Pay & Shareholder Feedback
- The company reports that a significant majority approved the 2024 say‑on‑pay; ISS supported the proposal. Ongoing investor outreach covered ~42% of outstanding shares in 2024.
Equity Ownership & Alignment Policies (Risk Flags)
- Ownership guideline: 3x base salary recommended for NEOs (other than CEO); in compliance.
- Anti‑hedging/pledging: Prohibited; none pledged.
- Clawback: Not specifically disclosed for MK in cited sections.
- Option repricing: Not permitted under the 2019 OIP.
Expertise & Qualifications
- Education: MBA, The Ohio State University.
- Credentials: CPA (inactive); memberships in AICPA and Ohio Society of CPAs.
- Tenure: Joined CBIZ in 1998; President of B&I since 2015.
- Year of birth: 1969.
Performance & Track Record
- Annual incentives keyed to Pre‑Tax and OGIR achieved target TMs (1.0/1.0) in 2024, indicating performance at plan levels excluding Marcum as designed.
- Three‑year LTI paid 1.30x for 2022 grant on Adjusted EPS $2.67 and TGIR $1,704.6M, evidencing multi‑year growth.
- Company TSR: Strong multi‑year TSR and alignment with CAP reported over 2020–2024.
- Realizations/vesting: 44,417 shares vested for MK in 2024 (~$2.93M), creating periodic liquidity events around vest dates.
Compensation Peer Group (Benchmarking)
- Meridian benchmarking indicates MK’s 2024 total compensation ($2,001,671) falls within median range for division presidents in the Company Peer Group; Survey Peer Group median cited at $1,285,000.
Equity Grant and Vesting Detail (Vesting Schedules)
| Award | Mechanism | Schedule |
|---|---|---|
| RSUs (2022/2023/2024) | Time-based | Vest 1/3 each year over three years from grant date, subject to continued service. |
| PSUs (2023/2024 grants) | Performance (EPS/TGIR) | Vest at 3 years based on performance; 2023 and 2024 cohorts in-flight; 2022 cohort settled at 1.30x. |
Investment Implications
- Alignment: High alignment through substantial equity mix, clear linkage to Pre‑Tax, OGIR, EPS, and TGIR; policy prohibits hedging/pledging; in compliance with ownership guidelines.
- Retention risk: Moderate; severance equals 1x salary+bonus average; equity accelerates upon qualifying termination (double trigger after CIC), but not outsized cash severance, supporting retention via unvested equity.
- Selling pressure: 2024 vesting of 44,417 shares (~$2.93M) suggests recurring settlement‑related liquidity; upcoming RSU tranches from 2022–2024 grants and in‑flight PSUs could create periodic supply as they vest/settle.
- Pay-for-performance: 2024 annual bonus paid per plan (TMs=1.0); 2022 PSUs paid above target (1.30x), consistent with strong TGIR over the period; company cites strong TSR alignment.