XML 39 R22.htm IDEA: XBRL DOCUMENT v3.24.0.1
Employee Stock Plans
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Employee Stock Plans EMPLOYEE STOCK PLANS
Employee Stock Purchase Plan - The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2024, allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 of stock per calendar year. The price an employee pays for shares is 85% of the fair market value of our common stock on the last day of the purchase period. Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding period from the date of purchase, there are no vesting or other restrictions on the stock purchased by employees under the ESPP. The total number of shares of common stock that can be purchased under the ESPP shall not exceed 2.0 million shares.
Stock Awards - We granted various stock-based awards through the year ended December 31, 2023 under the CBIZ, Inc. 2019 Stock Omnibus Incentive Plan (“2019 Plan”). On May 10, 2023, the stockholders of the Company approved an amendment to the 2019 Plan. The amendment added 1.5 million shares to the total number of shares that may be issued under the 2019 Plan. The 2019 Plan, which expires in 2029, permits the grant of various forms of stock-based awards. The terms and vesting schedules for the share-based awards vary by type and date of grant. Under the 2019 Plan, a maximum of 4.6 million stock options, restricted stock or other stock based compensation awards may be granted. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares. At December 31, 2023, approximately 2.9 million shares were available for future grant under the 2019 Plan.
Effective January 1, 2020, the 2019 Plan replaced and superseded the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The terms and vesting schedule for the stock-based awards vary by type and date of grant.
During the years ended December 31, 2023, 2022 and 2021, we recognized compensation expense (before income tax expense) for these awards as follows (in thousands):
 202320222021
Stock options$768 $248 $1,291 
Restricted stock units and awards5,258 5,204 5,603 
Performance share units6,260 9,237 4,513 
Total share-based compensation expense$12,286 $14,689 $11,407 
Stock Options - Certain employees and non-employee directors were granted stock options. Stock options awarded to non-employee directors have generally been granted with immediate vesting. Stock options awarded to employees are generally subject to a 25% incremental vesting schedule over a four-year period commencing from the date of grant. At the discretion of the Compensation Committee of the Board of Directors, options awarded under the 2019 Plan may vest in a time period shorter than four years. Stock options expire six years from the date of grant and are awarded with an exercise price equal to the market value of our common stock on the date of grant. Stock options may be granted alone or in addition to other awards and may be of two types: incentive stock options and non-qualified stock options. During the year ended December 31, 2023 and 2021, we granted 50 thousand and 50 thousand stock options to non-employee directors, respectively. We did not grant any stock options during the year ended December 31, 2022.
Stock option activity during the year ended December 31, 2023 was as follows (number of options in thousands):
Number of
Options		Weighted
Average
Exercise Price
Per Share		Weighted
Average
Remaining
Contractual Term		Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 2022553 $21.03 
Granted50 $48.40 
Exercised(453)$19.35 
Outstanding at December 31, 2023150 $35.22 3.77 years$4.1 
Vested and exercisable at December 31, 2023150 $35.22 3.77 years$4.1 
•The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2021 was $0.8 million and $0.4 million, respectively.
•The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2023, 2022 and 2021 was $15.0 million, $19.1 million and $13.6 million, respectively. The intrinsic value is calculated as the difference between our stock price on the exercise date and the exercise price of each option exercised.
•At December 31, 2023, we didn't have any unrecognized compensation cost for stock options.
We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the years ended December 31, 2023 and 2021 were $15.35 and $8.10, respectively. The following weighted average assumptions were utilized:
 20232021
Expected volatility (1)28.57 %27.49 %
Expected option life (years) (2)4.744.71
Risk-free interest rate (3)3.89 %0.74 %
Expected dividend yield (4)— %— %

(1)The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price intervals.
(2)The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest.
(3)The risk-free interest rate assumption was upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options.
(4)The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts.
Restricted Stock Units and Awards - Under the 2019 Plan, certain employees and non-employee directors were granted restricted stock units and awards. Restricted stock units and awards are independent of option grants and vest at no cost to the recipients. Restricted stock units and awards are subject to forfeiture if employment terminates prior to the release of restrictions, generally one to four years from the date of grant. Recipients of restricted stock units and awards are entitled to the same dividend and voting rights as holders of other CBIZ common stock, subject to certain restrictions during the vesting period, and these are considered to be issued and outstanding from the date of grant. Shares granted under the 2019 Plan cannot be sold, pledged, transferred or assigned during the vesting period.
Restricted stock units and awards activity during the year ended December 31, 2023 was as follows (in thousands, except per share data):
Number of
Shares
Weighted
Average
Grant-Date
Fair Value (1)
Non-vested at December 31, 2022277 $32.62 
Granted109 $48.64 
Vested(163)$31.63 
Non-vested at December 31, 2023223 $41.19 
(1)Represents weighted average market value of the shares as the awards are granted at no cost to the recipients.
•At December 31, 2023, we had unrecognized compensation cost for restricted stock units and awards of $5.2 million to be recognized over a weighted average period of approximately 0.72 years.
•The total fair value of shares vested during the years ended December 31, 2023, 2022 and 2021 was approximately $5.1 million, $5.6 million and $4.9 million, respectively.
•The market value of shares awarded during the years ended December 31, 2023, 2022 and 2021 was $5.3 million, $5.0 million and $5.0 million, respectively. This market value was recorded as unearned compensation and is recognized as expense ratably over the periods which the restrictions lapse.
•Awards outstanding at December 31, 2023 will be released from restrictions at dates ranging from February, 2024 through February, 2026.
Performance Share Units (“PSUs”) - PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance relative to pre-established goals based on earnings per share target (weighted 70%) and total growth in revenue (weighted 30%). The fair value of PSUs is calculated using the market value of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200% of the number of PSUs initially granted.
The following table presents our PSUs award activity during the twelve months ended December 31, 2023 (in thousands, except per share data):
 Performance Share Units
Weighted
Average
Grant-Date
Fair Value Per Unit (1)
Outstanding at December 31, 2022482 $28.84 
Granted88 $48.40 
Vested(244)$25.75 
Adjustments for performance results (2)
138 $27.68 
Outstanding at December 31, 2023464 $33.84 
(1) Represents weighted average market value of the shares; awards are granted at no cost to the recipients.
(2) Represents the change in the number of performance awards earned based on performance achievement for the performance period.