This presentation goes into detail on CBIZ's Board Services offerings. Please contact your local CBIZ office for more information.

1. CBIZ Talent & Compensation Solutions
Board Formation
January 25, 2017

2. Formulating an Independent Board
• When is it the right time to form an independent board?
– Size and scope
– Evolution from friends, owners, and family
– The need for added expertise
 Objectivity
 Functional knowledge (IT, HR, Legal,
Operations, etc.)
 Broader understanding of strategic
options
 Risk management awareness
 Connections to other advisors
 Been there, done that (e.g., IPO,
Private Equity, etc.)
 Addition of a defined “Financial Expert”
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3. Formulating an Independent Board
• When is it the right time to form an independent board?
− The need for more professional corporate structure
 Compensation Committee
 Audit Committee
 Nominating/Governance Committee
 Risk Management Committee
• Resource: National Association of Corporate Directors
− www.nacdonline.org
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4. CBIZ Board Services Offerings
• Gap Analysis
– Consults with clients in evaluating the skills and experience offered by
current directors/officers
– Identifies critical gaps
– Builds new director specifications
based on areas of need
– Assists in development of “charter
documents”
– Provides tools to address
succession plans
Gap Monitoring Chart
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5. CBIZ Board Services Offerings
• Compensation
– Offers full-service compensation consulting assistance
 Executive compensation study and recommendations
 Directors compensation
 Incentive compensation
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6. CBIZ Board Services Offerings
• Director Recruitment
– Once requirements are established, identifies potential board candidates
to fill essential needs
– Conducts extensive original research and introduces diverse candidate
pools to clients
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7. CBIZ Board Services Offerings
• Diversity Focus
– Diversity is good for business
 Reflection of employee populace and clientele
− Over the past three years, more than 52% of our board searches have
resulted in the placement of a diverse (gender/culture) candidate
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8. CBIZ Board Services Offerings
• Due Diligence
– Vets potential director candidates
 Beyond meetings and traditional interviews
– Conducts full background investigations, in-depth reference interviews and
social media profile
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9. CBIZ Board Services Offerings
• Sampling of historical projects
– A leading provider of Web-based freight transportation management services for
small to midsized businesses. The organization considered an initial public offering
but, instead, sold to a strategic buyer (four directors placed)
– A $15 billion investment advisor/manager of NYSE-listed closed-end investment
companies, open-end funds and other accounts – specializing in listed energy
investments (two directors placed)
– A NASDAQ-traded, small cap company that focuses exclusively on serving the
eGovernment market (three directors placed)
– The publicly-held parent of a regulated Midwestern-based energy company providing
utility service in two states, with deregulated electricity supply in several other
states (two directors placed)
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10. • Sampling of historical projects
– A publicly-held (NYSE) real estate investment trust that develops, owns, leases, and
finances specialty assets characterized by entertainment, recreation, and
educational classes (one director placed)
– A multi-billion dollar, publicly-held banking company with operations in three states
(one director placed)
– The largest American-owned, privately-held cement company and the fifth largest
cement manufacturer in the United States, generating $1 billion in revenues (one
director placed)
– A privately-held managed care company (three directors placed)
– A $1.5 billion publicly-held master limited partnership that functions as one of the
top retail propane operator in the United States (three directors placed)
CBIZ Board Services Offerings
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11. CBIZ Board Services Offerings
• Sampling of historical projects
– A NASDAQ-traded leading independent supplier of premium spirits, offering flavor
innovations and custom distillery blends to the beverage alcohol industry plus high
quality food grad industrial alcohol for branded CPG companies (two directors
placed)
– A $4 billion, nonprofit health insurance company focused on serving US
governmental entities (two directors placed)
– A $2 billion family foundation (one director placed)
– A German-owned, $200 million manufacturer of cables and connectors for
industrial uses (one director placed)
– Privately-held, family-owned risk management company selling products on a
global basis (one director placed)
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12. CBIZ Board Services Offerings
• Sampling of historical projects
– One of the nation's largest family footwear retailers, offering a broad assortment of
moderately priced dress, casual and athletic footwear for men, women and children
with emphasis on national and regional name brands (one director placed, second
search underway)
– A privately held, emerging biopharmaceutical company focused on developing
cardiovascular drugs (one director placed)
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13. CBIZ Talent & Compensation Solutions
Contacts
Jay Meschke
President
816.945.5401
jmeschke@cbiz.com
Angie Salmon
Senior Vice President
816.945.5403
asalmon@cbiz.com
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Ed Rataj
Managing Director, Compensation
Consulting Practice
314.692.5884
erataj@cbiz.com
Daniel Cummings
Managing Director, Denver
720.200.1765
dcummings@cbiz.com

14. Questions?
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