Todd Slotkin
About Todd J. Slotkin
Independent director at CBIZ since 2003 (age 71; current term expires in 2027). Former CFO at MacAndrews & Forbes Holdings and publicly traded M&F Worldwide; extensive capital markets and asset management background (Citigroup senior credit roles; Alvarez & Marsal); designated “audit committee financial expert.” His recent roles include lead independent director on two Apollo closed‑end funds through 2024 and executive leadership in professional services and finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KMP Music LLC | President & COO | 2020–2023 | Operated music publishing firm |
| Alvarez & Marsal | Senior Advisor; Global Business Head, Asset Management Services | Advisor until 2022; Business Head 2014–2020 | Led asset management services globally |
| Apollo Senior Floating Rate Fund | Lead Independent Director | 2011–2024 | Board leadership at closed‑end fund |
| Apollo Tactical Income Fund | Lead Independent Director | 2013–2024 | Board leadership at closed‑end fund |
| Martha Stewart Living Omnimedia | Director; Chair Audit & Special Committees | 2008–2012 | Chaired audit and special committees |
| Irving Place Capital | Senior Managing Director | 2008–2010 | Private equity leadership |
| Natixis Capital Markets | Managing Director | 2006–2007 | Capital markets leadership |
| MacAndrews & Forbes Holdings | EVP & CFO | 1998–2006 | Corporate finance, CFO responsibilities |
| M&F Worldwide (NYSE: MFW) | EVP & CFO | 1998–2006 | Public company CFO |
| Citigroup | Senior Managing Director & Senior Credit Officer; Global Head, Leveraged Capital Group | ~17 years prior to 1992 | Global leveraged finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Food Allergy Research & Education (FARE) | Co‑founder | n/a | Nonprofit leadership |
Board Governance
- Independence: Board affirmatively determines Slotkin is independent under NYSE/SEC rules .
- Committees: Member, Audit Committee (all members “audit committee financial experts”) ; Member, Compensation & Human Capital Committee .
- Attendance & engagement: Board held 4 regular and 5 special meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting. Independent directors met in 4 executive sessions chaired by the independent Board Chair .
- Committee activity levels: Audit Committee met 9 times in 2024; Compensation & Human Capital met 4 times .
- Compensation committee interlocks: None; no relationships requiring disclosure under Item 404 .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 75,000 | Non‑employee director retainer |
| Chair/committee fees received | 0 | Not a chair; standard chair fees exist but not applicable to Slotkin |
| Meeting fees | 0 | Company does not pay meeting fees |
| All other compensation (insurance premium) | 2,704 | Excess liability insurance premium |
| Total cash/other | 77,704 | Sum of retainer + insurance |
Performance Compensation
| Equity Grant (FY2024) | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Restricted Stock (annual grant) | 1,949 | 150,073 | Restrictions lapse 50% on each of first and second anniversaries; annual grants typically at or shortly after first Comp Committee meeting each year |
| Unvested restricted stock (aggregate at 12/31/2024) | 3,460 | n/a | Outstanding unvested total across grants |
Notes:
- Directors receive approximately $150,000 in restricted shares annually; no options or performance‑conditioned equity for directors; no meeting fees; can defer retainer into the Director Deferred Compensation Plan (no company match) .
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Apollo Senior Floating Rate Fund | Prior (through 2024) | Lead Independent Director | Closed‑end fund board role concluded in 2024 |
| Apollo Tactical Income Fund | Prior (through 2024) | Lead Independent Director | Closed‑end fund board role concluded in 2024 |
| Martha Stewart Living Omnimedia | Prior (2008–2012) | Director; Chair Audit & Special Committees | Public company experience; audit leadership |
- Compensation Committee Interlocks at CBIZ: None; no relationships requiring disclosure .
Expertise & Qualifications
- Designated audit committee financial expert; deep CFO and audit chair experience supports financial oversight and risk management .
- Capital markets and credit risk expertise from Citigroup leveraged finance leadership; transaction and PE experience at Irving Place and Natixis .
- Public board governance with committee leadership (audit/special) and lead independent director roles, indicating strong board process literacy .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 48,817 shares (includes restricted stock); <1% of outstanding shares |
| Shares outstanding (record date) | 54,058,221 |
| Unvested restricted stock (director grants) | 3,460 shares at 12/31/2024 |
| Pledging/Hedging | Prohibited by policy; none of listed directors/officers have pledged shares |
| Ownership guidelines | Directors recommended to hold stock valued at 3× annual retainer; all directors in compliance |
Governance Assessment
- Strengths: Dual committee service (Audit; Compensation) and “financial expert” designation enhance board effectiveness on financial oversight and pay governance. Independence affirmed; no related‑party ties or compensation interlocks disclosed. Attendance and committee activity levels suggest engagement .
- Alignment: Director pay mix emphasizes equity via time‑based restricted stock (~$150k annually), aligning with shareholder value; guidelines require meaningful ownership and anti‑hedging/pledging bolsters alignment .
- Potential conflicts/RED FLAGS: None disclosed specific to Slotkin. Company notes certain related‑party transactions elsewhere (e.g., DeGroote insurance commissions) but determined immaterial; Slotkin not implicated . No tax gross‑ups or unusual perquisites for directors; insurance premium is standard .
- Monitoring items: Continued workload across Audit and Compensation committees; confirm ongoing compliance with ownership guideline and absence of pledging; maintain focus on independence and any evolving external affiliations.
Overall signal: An experienced, independent financial expert with deep CFO and capital markets credentials, serving on key oversight committees, with equity‑aligned compensation and no disclosed conflicts—supportive of investor confidence in CBIZ’s board governance .