Rick Burdick
About Rick L. Burdick
Independent, non‑executive Chair of CBIZ’s Board since August 2022; director since 1997; age 73. Former partner at Akin Gump Strauss Hauer & Feld LLP (1988–2019). NACD Fellow with CERT Certificate in Cybersecurity Oversight. Also serves as non‑executive Chair of AutoNation, Inc. (NYSE: AN) since 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBIZ, Inc. | Chair of the Board (non‑executive) | Aug 2022–present | Chairs executive sessions of independent directors, facilitates Board–management communication |
| CBIZ, Inc. | Lead Director (non‑officer) | May 2007–Aug 2022 | Lead director role eliminated upon elevation to Chair |
| CBIZ, Inc. | Vice Chair (non‑officer) | Oct 2002–Aug 2022 | Vice Chair role eliminated upon elevation to Chair |
| Akin Gump Strauss Hauer & Feld LLP | Partner | 1988–2019 | Firm management of global professional services organization; transactional/regulatory experience applicable to CBIZ |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AutoNation, Inc. (NYSE: AN) | Non‑Executive Chair of the Board | 2022–present | Public company board leadership |
| National Association of Corporate Directors | NACD Fellow; CERT Cybersecurity Oversight Certificate | N/A | Governance and cyber oversight credentials |
Board Governance
- Independence: Determined independent under NYSE rules; CBIZ’s Chair role is independent and separate from CEO .
- Board/Committee attendance: Board held 4 regular and 5 special meetings in 2024; each director attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting; independent directors held 4 executive sessions chaired by Burdick .
- Committee memberships:
- Compensation & Human Capital Committee: Burdick (Chair), Slotkin, Wiley, Young; 4 regular meetings in 2024; uses Meridian Compensation Partners; no interlocks disclosed .
- Nominating & Governance Committee: Wiley (Chair), Burdick, DeGroote, France; 4 regular + 1 special meeting in 2024 .
- Audit Committee: Marabito (Chair), France, Sherman, Slotkin; 9 regular meetings in 2024 (Burdick not a member) .
- Shareholder voting signals (2025 Annual Meeting):
- Director election—Burdick: For 36,587,023; Against 7,733,041; Abstain 19,177; Broker non‑votes 2,587,814 .
- Say‑on‑pay (advisory): For 43,133,364; Against 1,126,022; Abstain 79,855; Broker non‑votes 2,587,814 .
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Cash or deferred into Director Deferred Compensation Plan (no company match) . |
| Committee chair fees | Audit: $25,000; Compensation: $20,000; Nominating: $10,000 | Paid to respective chairs . |
| Non‑Executive Chair fee | $100,000 | Paid to independent Board Chair . |
| Meeting fees | $0 | No attendance fees . |
| Annual equity grant | ~$150,000 | Restricted stock; 50% vest on each of first and second anniversaries; granted around first Comp Committee meeting each year . |
2024 director compensation (Burdick):
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $195,000 |
| Stock awards ($) | $150,073 (1,949 RS shares grant-date fair value) |
| All other compensation ($) | $2,704 (excess liability insurance premium) |
| Total ($) | $347,777 |
| Unvested restricted stock at 12/31/2024 (#) | 3,460 |
Performance Compensation
- Non‑employee directors do not receive performance‑based incentives (no PSUs/options, no cash bonuses tied to financial metrics). Equity is time‑based RS with two‑year vesting (50% each anniversary) .
- CBIZ maintains a compensation recoupment (clawback) policy applicable to certain executive officers (Dodd‑Frank/NYSE compliant), not designed for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| AutoNation, Inc. | Non‑Executive Chair | Not disclosed in CBIZ proxy | External leadership role (no related‑party transactions with CBIZ disclosed) . |
| Akin Gump (prior employer) | Partner | N/A | Another CBIZ director (A. Haag Sherman) also previously practiced at Akin Gump; no related‑party dealings disclosed . |
Expertise & Qualifications
- Strategic management of global professional services; transactional and regulatory expertise; informs CBIZ’s acquisition and operations oversight .
- Governance credentials: NACD Fellow; CERT Cyber‑Risk Oversight .
- Board leadership: prior Lead Director and Vice Chair; current independent Chair role enhances oversight and Board independence .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 179,454 shares, including restricted stock, held by a limited partnership controlled by Burdick; less than 1% of shares outstanding . |
| Pledging/hedging | None; directors/officers prohibited under policy . |
| Ownership guidelines | Directors recommended to hold stock equal to 3× annual retainer; all directors in compliance . |
| Total shares outstanding (Record Date) | 54,058,221 . |
Insider Trades (recent Form 4 references)
| Filing Date | Period of Report | Description | Source |
|---|---|---|---|
| 2025-05-20 | 2025-05-16 | Statement of changes in beneficial ownership (Form 4) | |
| 2024-12-12 | 2024-12-11 | Statement of changes in beneficial ownership (Form 4) | |
| 2022-05-10 | 2022-05-10 | Statement of changes in beneficial ownership (Form 4) |
Note: Exact transaction share counts/prices should be read directly from the linked SEC Form 4 documents.
Governance Assessment
-
Strengths
- Independent Chair separate from CEO; robust committee independence; active executive sessions led by Burdick .
- Clear, non‑employee director pay structure with meaningful equity component and no meeting fees; anti‑pledging/hedging policy; ownership guidelines compliance .
- No Compensation Committee interlocks; use of independent consultant (Meridian); clawback policy in place (executive officers) .
-
Watch items / signals
- 2025 director election showed elevated “Against” votes for Burdick relative to other nominees (7.73 million Against vs. 36.59 million For), suggesting some shareholder dissent; monitor trends and engagement outcomes .
- External board leadership (AutoNation Chair) increases time commitments; no related‑party transactions disclosed, but continue monitoring for potential conflicts .
-
Shareholder support
- 2025 say‑on‑pay passed with strong support (For 43,133,364 vs. Against 1,126,022; Abstain 79,855), reflecting investor alignment with compensation oversight under Burdick’s committee .
RED FLAGS
- None disclosed involving Burdick in related‑party transactions, pledging/hedging, SEC investigations, or option repricing; Compensation Committee interlocks explicitly absent .