Rodney Young
About Rodney A. Young
Rodney A. Young, age 69, has served as an independent director of CBIZ since February 2023, with his current term expiring at the 2026 Annual Meeting . He is Chief Executive Officer of Delta Dental of Minnesota (since 2012) and brings 25 years of board service across public, private, and non-profit organizations, with prior CEO roles at MGC Diagnostics (Nasdaq: MGCD) and LecTec Corporation (OTCBB: LECT) in med‑tech . His background spans sales, marketing, strategy, business development, international channel management, and team building in dental benefits, med‑tech, pharma, and healthcare—skills directly relevant to CBIZ’s benefits & insurance businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGC Diagnostics (Nasdaq: MGCD) | Chief Executive Officer | Not disclosed | Former public med‑tech manufacturer |
| LecTec Corporation (OTCBB: LECT) | Chair, CEO & President | Not disclosed | Former public med‑tech manufacturer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Dental of Minnesota | Chief Executive Officer; Board service | CEO since 2012 | Oversees 8,000 purchasing groups; 4.4M members |
| Delta Dental Plans Association | Director | Not disclosed | Industry association governance |
| Minnesota Business Partnership | Board service | Not disclosed | Business leadership forum |
| Possis Medical | Director (prior) | Not disclosed | Public med‑tech board experience |
| Health Fitness Corporation | Director (prior) | Not disclosed | Public wellness/fitness company board |
| Angeion Corporation | Director (prior) | Not disclosed | Public med‑tech board experience |
| Allina Health | Director (prior) | Not disclosed | Large healthcare system oversight |
| Bolder Options | Director (prior) | Not disclosed | Non‑profit governance |
Board Governance
- Independence: Affirmed by the Board under NYSE rules; Young is listed among independent directors .
- Committees: Member, Compensation and Human Capital Committee (Chair: Rick L. Burdick) .
- Attendance: The Board held 4 regular and 5 special meetings in 2024; each then‑serving director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met four times in executive session in 2024 (chaired by non‑executive Board Chair Rick L. Burdick) .
- Term structure: Board is classified; Young’s current term expires in 2026 .
- Voting standard: Bylaws amended to “majority of votes cast” in uncontested director elections; “plurality” in contested elections .
Fixed Compensation
| Component (2024) | Amount/Units | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non‑employee director retainer |
| Committee chair fees | Not applicable to Young | Audit Chair $25k; Comp Chair $20k; N&G Chair $10k (structure) |
| Non‑Executive Chair fee | Not applicable to Young | $100k paid to Chair of Board (structure) |
| Meeting fees | None | No meeting attendance fees |
| Annual equity grant (restricted stock) | 1,949 shares; grant‑date fair value $150,073 | Restrictions lapse 50% on 1st anniversary, 50% on 2nd anniversary of grant |
| All Other Compensation | $2,704 (excess liability insurance premium) | $10M excess liability policy for directors and SMG |
| Total (2024) | $227,777 | Fees + stock awards + all other |
Performance Compensation
| Item | Detail |
|---|---|
| Director performance‑based pay | None disclosed; CBIZ director pay consists of fixed fees and time‑based restricted stock; no per‑meeting fees |
Other Directorships & Interlocks
- Current public company directorships for Young: None disclosed; prior public boards include Possis Medical, Health Fitness Corporation, and Angeion Corporation .
- Compensation Committee interlocks: None for CBIZ; no member (including Young) was an officer/employee or had relationships requiring Item 404 disclosure; no interlocking relationships .
- Related‑party transactions: None disclosed for Young; only director relationship noted involves DeGroote’s insurance commissions, deemed not material for independence .
Expertise & Qualifications
- Healthcare and insurance (dental benefits), med‑tech, pharma industry experience; sales/marketing, strategy, business development, international channel management, team building .
- Public company CEO experience; broad governance across public/private/non‑profit boards .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 53,949 shares | “Less than 1%” of outstanding shares |
| Direct/indirect shares | 3,949 shares (incl. restricted) | Per beneficial ownership footnote |
| Options (initial non‑employee director grant) | 50,000 option shares (vested) | Granted under 2019 OIP; strike/expiration not disclosed |
| Unvested restricted shares at 12/31/2024 | 1,949 shares | 2024 annual grant; lapses over two years |
| Shares pledged/hedged | None; anti‑pledging/anti‑hedging policy in place | |
| Ownership guidelines | Directors recommended to hold stock valued at 3× annual retainer | |
| Compliance status | All directors in compliance with retention policy |
Governance Assessment
- Positives: Independent status; active participation on Compensation & Human Capital Committee; attendance threshold met; equity retainer aligns director compensation with shareholders; anti‑pledging/anti‑hedging policy; Board conducts regular executive sessions; majority vote standard for uncontested director elections enhances accountability .
- Incentives/Alignment: Annual director equity grant (restricted stock) with two‑year vesting and personal beneficial ownership (incl. vested options) indicate meaningful alignment; stock ownership guideline at 3× retainer and confirmed compliance strengthens “skin‑in‑the‑game” .
- Conflicts/Red Flags: No Item 404 related‑party transactions disclosed for Young; Compensation Committee interlocks absent; no pledging/hedging of CBIZ stock; no meeting fees mitigate incentives to increase meeting count .