Ware Grove
About Ware Grove
Ware H. Grove, age 74, has served as Senior Vice President and Chief Financial Officer of CBIZ since December 2000; prior roles include CFO of Bridgestreet Accommodations and LESCO, with earlier finance positions at Revco D.S., Computerland/Vanstar, Manville, Upjohn, and First of America Bank . During 2020–2024, CBIZ revenue grew from $964M to $1.813B as the company scaled (see table below), while 5-year TSR ended 2024 at $303.52 per $100 invested, evidencing strong shareholder value creation . The Compensation Committee states his total compensation aligns near market medians for CFO peers, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBIZ, Inc. | SVP & Chief Financial Officer | Since Dec 2000 | Long-tenured CFO overseeing financing, acquisitions, integration, controls |
| Bridgestreet Accommodations, Inc. | SVP & Chief Financial Officer | 2000 | Restructured financing, developed strategic operating alternatives, assisted merger negotiations |
| LESCO, Inc. | VP & Chief Financial Officer | ~3 years (pre-2000) | Led finance for publicly traded specialty distributor |
| Revco D.S., Inc.; Computerland/Vanstar; Manville Corporation; The Upjohn Company; First of America Bank | Various finance positions | Since 1972 (earlier career) | Broad corporate finance roles across industries |
External Roles
- No public company directorships disclosed for Mr. Grove .
Fixed Compensation
Multi-year cash compensation summary:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (earned) | $501,044 | $520,246 | $550,201 |
| Non-Equity Incentive (paid following year) | $619,655 | $483,893 | $643,200 |
| All Other Compensation | $31,888 | $32,658 | $33,990 |
| Total Compensation | $2,087,975 | $2,004,216 | $2,258,876 |
2024 annual incentive design and targets (EIP):
- Base pay used for EIP: $554,000; Target bonus: 64% of base; Individual Performance Award (IPA) set at 25% of base target award .
- 2024 EIP payout components for Mr. Grove: Pre-Tax component $248,192, OGIR component $106,368, IPA $88,640; plus an additional $200,000 in recognition of contributions to the Marcum acquisition; Summary Comp shows total non-equity incentive $643,200 .
Perquisites (2024):
- Insurance premiums $3,457; 401(k) contributions $10,350; Automobile/car service $11,019; Tax gross-up reimbursement $9,164; Total other comp $33,990 .
Performance Compensation
Annual EIP (cash) metrics and 2024 results:
| Metric | Weight | Target Range | Actual (2024 metric) | Target Multiplier | Payout Component |
|---|---|---|---|---|---|
| Pre-Tax Income (non-GAAP, excludes Marcum) | 70% | $184.8–$192.8M | $185.8M | 1.0 | $248,192 |
| Organic Growth in Revenue (OGIR) | 30% | 4.0%–6.5% | 4.9% | 1.0 | $106,368 |
| Individual Performance Award | — | 25% of base TA | Granted at full potential | — | $88,640 |
| Additional Award (Marcum) | — | Discretionary | — | — | $200,000 |
| Total Non-Equity Incentive (per SCT) | — | — | — | — | $643,200 |
Long-term equity (RSUs/PSUs):
- 2024 grants (Feb 8, 2024): RSUs 7,806 ($515,742 grant-date FV) and PSUs (target) 7,806 ($515,742 grant-date FV). RSUs vest 1/3 annually over 3 years; PSUs cliff-vest after 3 years based 70% on Adjusted EPS and 30% on Total Growth in Revenue (TGIR), both non-GAAP, with 50–200% payout range .
- 2022 PSU cycle payout (3-year period ended 12/31/2024): Grove target 12,269 PSUs; earned 15,951 (1.30x), reflecting Adjusted EPS $2.67/share (multiplier 1.05) and TGIR $1,704.6M (multiplier 2.0) after permitted adjustments excluding Marcum .
Committee/consultant context:
- Compensation philosophy targets ~50th percentile (±15%) vs custom peer and survey groups; Meridian advises Committee; Grove’s 2024 total compensation deemed within median range for CFO peers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/17/2025) | 301,518 shares, including restricted stock units |
| Shares Outstanding (3/17/2025) | 54,058,221 |
| Ownership as % of Shares Outstanding | ~0.56% (301,518 / 54,058,221) |
| Unvested RSUs (12/31/2024) | 7,806 (2024 grant); 6,662 (2023 grant); 4,090 (2022 grant) |
| Unearned PSUs (12/31/2024) | 15,612 (2024 grant, shown at max); 19,988 (2023 grant, shown at max); 15,950 (2022 grant, actual earned) |
| Option Awards | No options reported outstanding; Company has not recently granted options; zero option exercises in 2024 |
| 2024 Stock Vested | 48,469 shares vested; value realized $3,199,215 |
| Pledging/Hedging | Prohibited; none of listed directors/executives have pledged shares |
| Ownership Guidelines | CEO 5x salary; other NEOs 3x salary recommended; all Directors/NEOs in compliance |
Vesting cadence and potential selling pressure:
- RSUs vest in three equal annual tranches on grant anniversaries (e.g., Feb 2025–Feb 2027 for 2024 grants), creating periodic supply from tax withholding/settlement; PSUs cliff-vest at end of 3-year performance period subject to results .
Deferred compensation:
- 2024 contributions $2,618; withdrawals $121,400; aggregate earnings $1,019,126; year-end balance $6,916,590 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Executed Dec 12, 2000; amended Nov 22, 2010 and Mar 30, 2019 (switched to double-trigger for CIC-related benefits) |
| Severance (no CIC) | Cash severance equal to 2x (current base salary + average bonus prior 3 years), paid over 24 months; 2 years benefits continuation; immediate vesting of unvested equity; options exercisable to original expiry |
| Severance (CIC + qualifying termination) | Same multiple and benefits under double-trigger amendment; immediate vesting of unvested equity; options exercisable to original expiry |
| Restrictive Covenants | One-year non-compete; one-year non-solicitation (employees, customers, suppliers); non-disclosure, non-interference, non-disparagement; return of company property |
| Potential Payments (illustrative, 12/31/2024 values) | Severance pay $2,300,837; RSU acceleration $1,518,601; PSU acceleration $2,460,546; 2-year benefits continuation $36,695 (death/disability values also provided) |
| Clawback | Dodd-Frank/NYSE-aligned recoupment policy adopted Aug 9, 2023 |
| Anti-Pledging/Hedging | Prohibited for officers/directors |
| Note on Retirement | 2025 compensation adjustments excluded Mr. Grove due to his previously announced retirement |
Company Performance (context for pay-for-performance)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($) | $963,897,000 | $1,104,925,000 | $1,411,979,000 | $1,591,194,000 | $1,813,472,000 |
| EBITDA ($) | $115,619,000* | $130,218,000* | $201,239,000* | $205,308,000* | $170,476,000* |
Values retrieved from S&P Global.
Notes: Revenue values cite CBIZ filings via S&P Global; EBITDA values shown with asterisks lacked embedded filing citations in the dataset and are provided as reported by S&P Global.
Pay vs performance (shareholder value lens):
- Company Total Shareholder Return: Value of $100 initial investment = $303.52 as of 2024; peer group TSR value $192.65 .
Compensation Structure Analysis
- Cash vs equity mix: Grove’s 2024 total comp $2.26M included $1.03M equity grant-date value and $0.64M cash incentive, consistent with a balanced cash/equity mix and market-median targeting .
- Shift toward performance equity: PSUs continue at 50% of LTI target with Adjusted EPS (70%) and TGIR (30%), reinforcing multi-year performance alignment; 2022 cycle paid at 1.30x, indicating above-target execution .
- Bonus metrics and rigor: 2024 EIP used non-GAAP Pre-Tax and OGIR with balanced ranges and multipliers up to 2.0x; actuals landed at target (1.0x), with a discrete $200k recognition tied to Marcum acquisition work .
- Governance protections: No option repricing, anti-hedging/pledging, NYSE-compliant clawback, and peer-informed median targeting with Meridian advising .
Say-on-Pay & Shareholder Feedback
- Shareholders delivered a significant majority approval on say-on-pay in 2024; ISS supported the 2024 proposal. Management engaged holders representing ~42% of outstanding stock in 2024 to discuss compensation and broader governance .
Compensation Peer Group (Benchmarking)
- Custom peer group includes services/IT/insurance names (e.g., FTI Consulting, Huron Consulting, Paychex, Insperity, Brown & Brown, Verisk, Kforce, ExlService, Korn Ferry, etc.). Target total compensation is ~50th percentile (±15%) versus peers and survey data .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; none by executives (positive) .
- Tax gross-ups: CFO received $9,164 gross-up in 2024 (minor), primarily tied to perquisite taxation (note larger gross-ups apply to CEO’s contractually required benefits) .
- Option practices: No recent option grants or repricing (positive) .
- Transition risk: Previously announced retirement noted; 2025 comp adjustments excluded Mr. Grove, suggesting imminent leadership transition (retention/continuity consideration) .
Investment Implications
- Alignment: Grove’s pay is structured around measurable financial performance (Pre-Tax, OGIR; Adjusted EPS/TGIR for PSUs), with LTI comprising a substantial portion and governance safeguards (clawback, anti-pledging) enhancing shareholder alignment .
- Execution and value creation: Above-target 2022 PSU payout (1.30x) and a strong 5-year TSR outcome support value creation during his recent stewardship window .
- Supply/vesting dynamics: Significant ongoing RSU/PSU vesting cadence and 2024 vesting of 48,469 shares may create periodic stock supply (tax withholdings/sales), relevant for short-term trading flows .
- Transition watch: With retirement signaled, monitor succession, interim control environment, and continuity of integration (e.g., Marcum) as potential sources of execution risk; note his EIP add-on recognized acquisition contributions in 2024 .
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