Under Grisko, stock runs up from $10 to $88. But that was before Marcum.
By CPA Trendlines
CBIZ shares closed at $10.42 on March 9, 2016, the day Jerome P. “Jerry” Grisko Jr. became chief executive. Grant Thornton is now offering $55 a share in cash for the company. A shareholder who simply held through Grisko’s tenure would be looking at a 428% increase in the share price, or about 17.4% compounded annually through the July offer.
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So, is Grisko worth the $7.1 million CBIZ reports as his total 2025 compensation? Or the $22 million with the Grant Thornton deal? Over the long haul, there is a pretty good case for yes. Marcum makes the answer considerably messier.
Start With What Shareholders Got
Grisko joined CBIZ in 1998 as vice president of mergers and acquisitions, became president and chief operating officer in 2000 and took the CEO job in 2016. Before CBIZ, Grisko practiced mergers and acquisitions and general corporate law at Baker & Hostetler LLP from 1987 to 1998, becoming a partner in 1995. Acquisitions have been part of his professional life for nearly four decades.
Grant Thornton’s $55 offer is 5.28 times the $10.42 closing price on Grisko’s first day as CEO. CBIZ’s own SEC pay-versus-performance table also shows $100 invested at the start of its five-year measurement period worth $189.59 at the end of 2025, compared with $106.33 for CBIZ’s newly selected compensation peer group in the pay-versus-performance table.
CBIZ reported that he beneficially owned 1,188,740 shares, or 2.17% of the company, as of March 17, 2026. At $55 a share, the position corresponds to about $65.4 million of value. The number is not the same as a $65.4 million merger check: CBIZ says beneficial ownership includes restricted stock units and shares held through several trusts. Still, Grisko’s financial stake in the stock dwarfs his annual salary.
CBIZ reached an all-time closing high of $88.65 on Feb. 6, 2025. Grant Thornton’s $55 offer is almost 38% below it. CBIZ shares fell roughly 38% during calendar 2025, from $81.83 at the end of 2024 to $50.45 at the end of 2025. Grant Thornton says the offer nevertheless represents a 54% premium to CBIZ’s 30-day volume-weighted average share price. Both numbers belong in the picture.
Marcum Changes the Pay Equation
CBIZ closed the $2.3 billion Marcum transaction Nov. 1, 2024. By February, the compensation committee was already resetting executive pay because Marcum had made CBIZ bigger.
CBIZ could hardly be clearer about the rationale. would be “meaningfully below market median” without an adjustment. Grisko’s 2025 salary was set at $1 million and his long-term incentive grant at $5.199 million. The eventual SEC compensation-table value of his 2025 stock awards was $5.238 million. His total reported compensation reached $7.063 million, up 32% from $5.368 million in 2024.
Marcum also changed the potential upside. CBIZ increased the maximum payout on performance share units from 200% to 300% of target, specifically citing the “significant integration effort” required by Marcum. If the integration succeeded and maximum performance levels were reached, the committee said, executives should be appropriately rewarded.
CBIZ’s 2025 total growth in revenue measure came in at $2.758 billion, below the $2.838 billion minimum required for any payout on that component. Grisko received no award from that part of the formula, and his non-equity incentive compensation fell to $576,000 from $1.112 million in 2024.
The compensation committee adjusted results for Marcum integration costs, amortization, legal settlements, a gain on the sale of a business and incremental interest expense. Even so, the adjusted result of $323 million fell just short of the $325.7 million bottom of the target range, and that part of the bonus paid at 91.5% of target. CBIZ separately reports $107.2 million of interest expense for 2025, up from $34.4 million in 2024, while $1.47 billion of credit-facility borrowings remained outstanding at year-end.
Grisko was being rewarded for integrating Marcum while some of Marcum’s costs were being stripped out of the measure used to calculate part of that reward.
New CFO’s Marcum Mission
CBIZ recruited Brad Lakhia as chief financial officer immediately after Marcum, announcing his appointment Dec. 3, 2024, and putting him in the job March 17, 2025. He came from Openlane, the NYSE-listed wholesale used-vehicle marketplace, where he was CFO. Before that came senior finance posts at Goodyear and Andeavor, formerly Tesoro. CBIZ highlighted exactly the résumé Marcum seemed to require: M&A integration, treasury, capital markets and operational finance. Lakhia walked directly into the balance sheet Marcum created.
For roughly nine and a half months of 2025, Lakhia received $4.29 million in reported compensation, including $3.41 million in stock awards. About $2 million of the equity was a transition grant intended to replace compensation he gave up at Openlane. He is the post-Marcum CFO in the most literal sense: hired after the deal, paid like an executive of the newly enlarged company and handed the job of managing a balance sheet carrying roughly $1.46 billion of debt by year-end.
Old-school KPMG
Michael Kouzelos presents a different picture. He is much more old-school CBIZ. Before joining the company in 1998, Kouzelos spent 1990 through September 1996 at KPMG, then earned an MBA from Ohio State in 1998. Inside CBIZ he moved through business integration, shared services and strategic initiatives before becoming chief operating officer of the Benefits and Insurance business and, in 2015, its president.
Kouzelos has spent almost three decades helping build and run CBIZ, but the business he now leads is the piece Grant Thornton does not plan to keep inside the combined accounting platform. Benefits and Insurance Services is slated to become an independent company backed by New Mountain Capital. Kouzelos received $2.108 million in 2025 compensation and beneficially owned 389,718 CBIZ shares in March. He enters the transaction as both a longtime CBIZ insider and the leader of a business effectively headed out another door.
Chris Spurio spent nearly a decade at KPMG before joining CBIZ in 1998, then climbed from corporate controller through finance and operating roles to president of Financial Services in 2014. Spurio received $3.05 million in 2025 compensation and left CBIZ on Jan. 31, 2026, just months before the Grant Thornton agreement.
Then there is Ware Grove, the longtime CFO. Grove retired in March 2025 after nearly 25 years in the job. Before CBIZ, he had been CFO of Bridgestreet Accommodations and LESCO and held finance posts at companies including Revco, Upjohn and Manville. Grisko said Grove played an “indispensable role” in the Marcum acquisition. Grove is the bridge between the old CBIZ and the Marcum-sized company: he helped finance and close the largest acquisition in its history, then retired less than five months after it closed. Lakhia inherited the integration, the leverage and everything that came next.
Lakhia is also one of three named executive officers eligible for transaction and retention awards in connection with the Grant Thornton deal: $812,000 for Lakhia, $1.302 million for Grisko and $486,000 for Kouzelos. Lakhia’s figure includes a $250,000 transaction bonus, already paid after the merger agreement was signed. The rest, for all three, is retention pay: 25% due at closing and 75% six months later, generally subject to continued employment.
The Last Paycheck
The final compensation chapter is still being written. On the same day CBIZ signed the Grant Thornton merger agreement, the board adopted a new change-in-control severance plan. It covers Lakhia and Kouzelos: after a qualifying termination, each can receive two times salary plus target bonus, a prorated target bonus and 24 months of health-plan premiums. Grisko’s protection comes from his own employment agreement, which pays three times his salary plus his average bonus over the prior three years, continued benefits and the transfer of his company car.
The merger agreement also spells out how outstanding equity awards will be converted or replaced at the $55 merger price, with accelerated vesting protections for certain qualifying terminations.
Assuming a July 31, 2026, closing followed by a qualifying termination, the proxy estimates merger-related compensation of about $22 million for Grisko, $12.9 million for Lakhia and $6.6 million for Kouzelos, plus about $1.1 million for Spurio and $572,000 for Grove, all of it equity for the two former executives. Much of the total is not new money: $13.9 million of Grisko’s figure is equity he already holds, converted at $55 and vested early. Shareholders get an advisory vote on that pay, but it is not binding: if the merger is approved, the compensation can be paid regardless of how that vote comes out.