Richard Marabito
About Richard T. Marabito
Richard T. Marabito, 61, is an independent director of CBIZ, serving since August 2021 and currently the Chair of the Audit Committee; he is identified as an “audit committee financial expert” and has extensive experience as a CPA, corporate treasurer, controller, CFO, and public company CEO . He is CEO and a director of Olympic Steel, Inc. (Nasdaq: ZEUS) since 2019, previously CFO, and earlier Corporate Controller after joining the company in 1994; he has held prior board roles including Audit Committee Chair at Hawk Corporation until its sale in November 2010 and leadership in the Metal Services Center Institute; he also serves in multiple non-profit trustee roles including University of Mount Union .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBIZ | Director; Audit Committee Chair; Audit Committee Financial Expert | Director since Aug 2021; term expires 2026 | Leads audit oversight; all Audit Committee members independent and financial experts |
| Olympic Steel, Inc. (Nasdaq: ZEUS) | Chief Executive Officer; Director | CEO/director since 2019; previously CFO; joined 1994 as Corporate Controller | Public company CEO; deep finance and operations expertise |
| Hawk Corporation (sold Nov 2010) | Director; Audit Committee Chair | 2008–Nov 2010 | Chaired audit oversight until company sale |
| Metal Services Center Institute | Director; Past Chair | Not disclosed | Industry leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Mount Union | Trustee | Current (not disclosed start date) | Higher education governance |
| Hawken School | Trustee | Not disclosed | Non-profit board service |
| Make-A-Wish Foundation (Northeast Ohio Regional Board) | Chair (past) | Not disclosed | Philanthropic leadership |
Board Governance
- Committee assignments: Audit Committee (Chair); members France, Sherman, Slotkin; all Audit Committee members are independent and audit committee financial experts per SEC and NYSE .
- Independence: Board affirmatively determined Marabito is independent under NYSE rules; all members of Audit, Compensation and Human Capital, and Nominating and Governance committees are independent; CEO Grisko is not independent due to employment .
- Attendance and engagement: Board held 4 regular and 5 special meetings in 2024; each then-serving director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting; independent directors met 4 times in executive session .
- Audit Committee activity: 9 regular meetings in 2024; met with internal and independent auditors (KPMG LLP), discussed accounting quality, internal controls, auditor independence, and recommended inclusion of audited financials in Form 10-K .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $75,000 | Payable in cash or deferred compensation plan |
| Audit Committee Chair fee | $25,000 | Committee chair premium |
| Meeting fees | $0 | No meeting attendance fees |
| Non-Executive Chair of the Board fee | N/A to Marabito | $100,000 applies to Board Chair (Burdick) |
| Cash fees earned (Marabito) | $100,000 | Reflects retainer + Audit Chair fee |
| All Other Compensation (Marabito) | $2,704 | Executive Group Personal Excess Liability Insurance premium |
Performance Compensation
| Equity Component (2024) | Grant Details | Vesting/Terms |
|---|---|---|
| Annual equity grant to non-employee directors | 1,949 restricted shares; grant date fair value $150,073 (per director) | Time-based vesting: 50% on first anniversary, 50% on second anniversary; annual grant awarded at or shortly after first Compensation and Human Capital Committee meeting each year |
| Options granted in 2024 | None | Company has not recently granted options; none in 2024 |
| Outstanding options (Marabito) | 50,000 vested option shares (initial non-employee director grant under 2019 OIP) | Vested; exercisability terms under plan agreements |
No performance metrics apply to director equity grants; director awards are time-based restricted stock only (performance metrics apply to executive EIP, not directors) .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Olympic Steel, Inc. | ZEUS | CEO and Director since 2019 | CBIZ Board determined Marabito independent; proxy discloses one director-related commercial relationship for DeGroote (insurance commissions), not for Marabito |
| Hawk Corporation | — | Director; Audit Committee Chair (2008–2010) | Historical role; company sold in Nov 2010 |
- Related-party transactions: Proxy lists certain leases tied to employees and CPA firm administrative arrangements, but does not disclose transactions involving Marabito; Section 16(a) filings were timely for officers and directors in 2024 .
- Anti-hedging/anti-pledging: CBIZ prohibits pledging/hedging by officers/directors; beneficial ownership table notes none of the listed directors/officers pledged shares .
Expertise & Qualifications
- Public company leadership and finance: CEO and director of Olympic Steel; former CFO; corporate treasurer and controller; CPA experience; audit committee chair tenure at Hawk Corporation .
- Audit and governance: Identified by CBIZ as an “audit committee financial expert” and chairs the CBIZ Audit Committee; all Audit Committee members meet NYSE financial sophistication .
- Non-profit and community leadership: Trusteeships and charitable board roles indicating broader governance experience .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | Breakdown | Pledging/Hedging | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Richard T. Marabito | 60,475 shares | <1% (“*”) | 10,475 common shares ; options to purchase 50,000 shares (exercisable within 60 days) ; unvested restricted stock awards held at 12/31/24: 3,460 shares | None pledged; anti-pledging and anti-hedging policy applies to directors and officers; proxy notes none of listed directors/officers pledged shares | Total shares outstanding: 54,058,221 (as of Mar 17, 2025) |
- Ownership guidelines: Directors recommended to maintain stock valued at 3x annual retainer; all directors and NEOs are in compliance .
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with CPA and CFO background; Audit Committee met nine times in 2024 and actively engaged with internal and external auditors, oversight of accounting quality, internal controls, and auditor independence . Attendance is solid—each director ≥75% of meetings; all attended 2024 Annual Meeting; independent directors held four executive sessions, supporting robust board oversight .
- Alignment: Director compensation mix balances cash retainer and time-based equity (~$150k grant), promoting alignment via ownership and adherence to anti-hedging/anti-pledging and stock retention guidelines (3x retainer) with reported compliance .
- Potential risks: External CEO role at ZEUS implies significant time commitments; however, no attendance or independence concerns disclosed, and no related-party transactions involving Marabito are identified in the proxy . Beneficial ownership is modest (<1%), though he holds 50,000 vested options from his initial director grant, providing additional exposure to equity performance .
- Red flags: None disclosed regarding hedging/pledging, related-party transactions, or Section 16 compliance for Marabito; Company-wide policy prohibits pledging/hedging and indicates timely Section 16 filings .